Offer to purchase CLEARNET.pdf - About TELUS

More documents

Recommendations

Info

Under certain circumstances, Shareholders may be required to provide information and certification regarding beneficial ownership of the Clearnet Shares, typically on an Internal Revenue Service Form W-9 (or in the case of non-United States Shareholders, on Form W-8BEN), in order to avoid the imposition of backup withholding tax at a rate of 31 percent on the cash proceeds of the sale. The foregoing discussion may not apply to Shareholders who acquired their Clearnet Shares pursuant to exercise of employee stock options or other compensation arrangements with Clearnet, or who are otherwise subject to special tax treatment. The tax discussion above is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly retroactively. Each Shareholder is urged to consult his, her or its own tax advisor with respect to the tax consequences of the Offers, including the application and effect of state, local, foreign or other tax laws. OTHER MATTERS RELATING TO THE OFFERS Depositary and U.S. Forwarding Agent The Offeror has engaged Montreal Trust Company of Canada, as the Depositary, and Computershare Investor Services, LLC, as the U.S. Forwarding Agent, for the receipt of certificates in respect of Clearnet Shares and Letters of Transmittal deposited under the Offers. In addition, the Depositary will receive Notices of Guaranteed Delivery deposited under the Offers at its office in Toronto. The duties of the Depositary also include assisting in making settlement under the Offers. The Depositary and the U.S. Forwarding Agent will receive reasonable and customary compensation from the Offerors for their services in connection with the Offers, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws, and expenses in connection therewith. Financial Advisors, Dealer Managers and Soliciting Dealer Group The Offerors retained TD Securities Inc. and J.P. Morgan & Co. Incorporated to act as its financial advisors in connection with the Offers. TD Securities will be paid a fee of $8.725 million and J.P. Morgan & Co. Incorporated will be paid a fee of U.S.$6.3 million upon successful completion of the Offers. In Canada, TD Securities Inc. and J. P. Morgan Securities Canada Inc. and, in the United States, J. P. Morgan Securities Inc. and TD Securities (U.S.A.) Inc. have been retained to act as the Dealer Managers in connection with the Offers and to solicit acceptances of the Offers from Shareholders in Canada and the United States, respectively. The Dealer Managers will receive reimbursement of specified expenses. In addition, the Dealer Managers will be indemnified by TELUS against certain liabilities, including liabilities under applicable securities laws. The Dealer Managers have agreed to form the soliciting dealer group to be established to solicit acceptances of the Offers from holders of Clearnet Shares resident in Canada. The soliciting dealer agreement (the ‘‘Soliciting Dealer Agreement’’) to be entered into among the Offerors and the Dealer Managers shall provide for the formation of a soliciting dealer group (the ‘‘Soliciting Dealer Group’’) comprising members the Investment Dealers Association of Canada and members of the TSE to solicit acceptances of the Offers. The Dealer Managers will not be paid any additional fee for their services as such. Each member of the Soliciting Dealer Group, including the Dealer Managers, is referred to herein as a ‘‘Soliciting Dealer’’. The Soliciting Dealer Agreement shall provide that each Soliciting Dealer whose name appears in the appropriate space on the Letter of Transmittal accompanying a deposit of Clearnet Shares from a holder resident in Canada, shall be entitled to receive a fee of $0.35 for each Clearnet Non-Voting Share deposited and taken up by the Offerors under the Offers. The aggregate amount payable to a Soliciting Dealer with respect to any single depositing Shareholder will be not less than $75, in the event that 100 or more Clearnet Non-Voting Shares are deposited by a particular Shareholder, and not more than $1,500. Where Clearnet Non-Voting Shares deposited and registered in a single name are beneficially owned by more than one person, the minimum and maximum amounts will be applied separately in respect of each such beneficial owner. The Offerors may require the Soliciting Dealer to furnish evidence of such beneficial ownership satisfactory to the Offerors before payment of such fee. 60
No brokerage fees or commissions will be payable by any Shareholder who deposits Clearnet Shares directly with the Depositary or the U.S. Forwarding Agent or who uses the services of the Dealer Managers to accept the Offers. Shareholders should contact the Dealer Managers, the Depositary, the U.S. Forwarding Agent or a broker or dealer for assistance in accepting the Offers and in depositing their Clearnet Shares with the Depositary or the U.S. Forwarding Agent. The laws of certain United States jurisdictions where holders of Clearnet Shares may reside may require the offer and sale of TELUS Non-Voting Shares to be made by or through broker-dealers licensed in such jurisdictions. Except as set forth above, the Offerors will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Clearnet Shares pursuant to the Offers. Brokers, dealers, commercial banks and trust companies and other nominees will, upon request, be reimbursed by the Offerors for customary clerical and mailing expenses incurred by them in forwarding materials to their customers. In addition, TELUS has retained Georgeson Shareholder Communications Inc. as information agent with respect to the Offers. OFFEREES’ STATUTORY RIGHTS Securities legislation in certain of the provinces and territories of Canada provides holders of Clearnet Shares with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or a notice that is required to be delivered to the holders of Clearnet Shares. However, such rights must be exercised within prescribed time limits. Holders of Clearnet Shares should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer. DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT The following documents have been filed with the SEC as part of the registration statement on Form F-10 of which the Offers to Purchase and Circular form a part: (i) the documents listed in the first paragraph under ‘‘Additional Information Concerning TELUS — Documents Incorporated by Reference’’; (ii) the Support Agreement; (iii) the Lock-up Agreements; (iv) the Dealer Manager Agreement; (v) the form of Letter of Transmittal; (vi) the form of Notice of Guaranteed Delivery; (vii) the consent of Arthur Andersen LLP; (viii) the consent of Farris, Vaughan, Wills & Murphy; (ix) the consent of Bennett Jones LLP; (x) the consent of Cleary, Gottlieb, Steen & Hamilton; and (xi) powers of attorney pursuant to which amendments to the Registration Statement may be signed. Copies of the documents incorporated herein by reference may be obtained on request without charge from Robert J. Dardi, Vice-President and Corporate Secretary, 21 st Floor, 3777 Kingsway, Burnaby, British Columbia, V5H 3Z7 (604-432-4212). See ‘‘Where You Can Obtain More Information’’. 61
Page 1 and 2:
No securities commission or similar
Page 3 and 4:
QUESTIONS AND ANSWERS ABOUT THE OFF
Page 5 and 6:
outstanding voting shares of Clearn
Page 7 and 8:
WHERE YOU CAN OBTAIN MORE INFORMATI
Page 9 and 10:
SUMMARY The following is a summary
Page 11 and 12:
Commitment to Accept the Offers by
Page 13 and 14:
Selected Historical and Pro Forma C
Page 15 and 16:
DEFINITIONS In the accompanying Sum
Page 17 and 18: ‘‘Governmental Entity’’ mea
Page 19 and 20: ‘‘Shareholders Agreements’’
Page 21 and 22: Shares and the amount of cash recei
Page 23 and 24: shares into the Depositary’s acco
Page 25 and 26: the person or persons specified by
Page 27 and 28: (l) neither TELUS nor the Banks bec
Page 29 and 30: condition of the Offers specified u
Page 31 and 32: (f) the Holdco Shareholder properly
Page 33 and 34: Notice of any determination regardi
Page 35 and 36: The Offers are not being made to, n
Page 37 and 38: On July 14, 2000, Darren Entwistle,
Page 39 and 40: espect of such Acquisition Proposal
Page 41 and 42: etter positioned to take advantage
Page 43 and 44: The funds obtained pursuant to the
Page 45 and 46: part of its national strategy, TELU
Page 47 and 48: to require holders of TELUS Non-Vot
Page 49 and 50: ‘‘Dividends’’ in TELUS’ A
Page 51 and 52: systems. Change in the regulation o
Page 53 and 54: (b) the management proxy circular o
Page 55 and 56: COMMITMENTS TO ACQUIRE SECURITIES O
Page 57 and 58: the proposed transaction is likely
Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: least equal in value to the conside
Page 63 and 64: Beneficial owners of Clearnet Conve
Page 65 and 66: separately dispose of the balance o
Page 67: also be taxable Canadian property w
Page 71 and 72: CONSENT OF AUDITORS To: British Col
Page 73 and 74: CERTIFICATE OF 612459 B.C. LTD. The
Page 75 and 76: MANAGEMENT’S REPORT Management is
Page 77 and 78: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 105 and 106: SCHEDULE II TELUS CORPORATION UNAUD
Page 107 and 108: COMPILATION REPORT To the Directors
Page 109 and 110: TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112: TELUS CORPORATION NOTES TO THE PRO
Page 119 and 120:
TELUS CORPORATION PRO FORMA CONSOLI
Page 121 and 122:
TELUS CORPORATION NOTES TO THE PRO
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
SCHEDULE III TELUS CORPORATION U.S.
Page 129 and 130:
The following table restates the ma
Page 131 and 132:
ANNEX A ADDITIONAL INFORMATION ADDI
Page 133 and 134:
Fares F. Salloum President — Inte
Page 135 and 136:
Officers Name and Position held wit
show all

Offer to purchase CLEARNET.pdf - About TELUS

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?