Offer to purchase CLEARNET.pdf - About TELUS

least equal in value to the consideration paid under the Offers. TELUS currently intends that the consideration
offered under any Subsequent Acquisition Transaction proposed by it would be identical to the consideration
offered under the Offers and TELUS intends to cause Clearnet Non-Voting Shares acquired under the Offers to
be voted in favour of any such transaction and to be counted as part of any minority approval required in
connection with any such transaction.
In addition, under OSC Rule 61-501 and Policy Q-27, if following the Offers, TELUS and its affiliates are
the registered holders of 90% or more of the Clearnet Non-Voting Shares at the time the Subsequent
Acquisition Transaction is initiated, the requirement for minority approval would not apply to the transaction if
an enforceable appraisal right or substantial equivalent right is made available to the minority shareholders.
Any Subsequent Acquisition Transaction carried out by TELUS may be by way of a reorganization of the
capital of Clearnet, an amalgamation or a statutory arrangement pursuant to which TELUS or a successor
corporation would acquire all Clearnet Non-Voting Shares not tendered to the Offers.
See ‘‘Canadian Federal Income Tax Considerations’’ in this Circular for a discussion of the tax
consequences to Shareholders in the event of a Subsequent Acquisition Transaction.
The details of any such Subsequent Acquisition Transaction, including the timing of its implementation and
the consideration to be received by the minority Shareholders, would necessarily be subject to a number of
considerations, including the number of Clearnet Non-Voting Shares acquired pursuant to the Offers. There can
be no assurance that any such transaction will be proposed or, if proposed, effected. Shareholders should consult
their own legal advisors for a determination of their legal rights with respect to a Compulsory Acquisition or a
Subsequent Acquisition Transaction if and when proposed.
Other Alternatives
If the Offerors propose a Subsequent Acquisition Transaction but cannot promptly obtain any required
approval, or otherwise do not complete a Subsequent Acquisition Transaction, the Offerors will evaluate other
alternatives. Such alternatives could include, to the extent permitted by applicable law, purchasing additional
Clearnet Non-Voting Shares in the open market, in privately negotiated transactions, in another take-over bid or
exchange offer or otherwise, or taking no further action to acquire additional Clearnet Non-Voting Shares. Any
additional purchases of Clearnet Non-Voting Shares could be at a price greater than, equal to or less than the
price to be paid for the Clearnet Non-Voting Shares under the Offers and could be for cash and/or TELUS
Non-Voting Shares or other consideration. Alternatively, the Offerors may sell or otherwise dispose of any or all
Clearnet Shares acquired pursuant to the Offers or otherwise. Such transaction may be effected on terms and at
a price then determined by the Offerors which may vary from the price paid for Clearnet Shares under
the Offers.
Judicial Developments
Certain judicial decisions may be considered relevant to any Subsequent Acquisition Transaction which may
be proposed or effected subsequent to the expiry of the Offers. Prior to the pronouncement of OSC Rule 61-501
and Policy Q-27, Canadian courts had, in a few instances, granted preliminary injunctions to prohibit
transactions which constituted ‘‘going private transactions’’ within the meaning of the OSC Policy 9.1 (the
predecessor to OSC Rule 61-501) and Policy Q-27.
In 1978, two decisions of the Ontario High Court of Justice restrained proposed amalgamations which
would have had the effect of eliminating the interest which minority shareholders held in one of the
amalgamating corporations, without the minority shareholders having been offered the opportunity to receive in
exchange participating securities issued by the amalgamated corporation, an affiliate or a successor body
corporate, with the result that the existing controlling shareholder would become the sole holder of common
shares of the amalgamated corporation. See Carlton Realty Ltd. v. Maple Leaf Mills Ltd. (1978), 22 O.R. (2d) 198
and Alexander v. Westeel-Rosco Ltd. (1978), 22 O.R. (2d) 211. In light of the specific regulatory framework
governing ‘‘going private transactions’’ in OSC Rule 61-501 and Policy Q-27 and the decision of the High Court
in Lornex described below, the decisions in Maple Leaf Mills and Westeel-Rosco may be of limited relevance to
any subsequent acquisition transaction that may be effected by the Offerors, subsequent to the Offers.
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