Offer to purchase CLEARNET.pdf - About TELUS

SUMMARY
The following is a summary only and is qualified by the detailed provisions contained elsewhere in the Offers to
Purchase and Circular. Capitalized terms used herein, where not otherwise defined, are defined in the accompanying
Definitions. The information concerning Clearnet contained herein and in the Offers to Purchase and Circular has
been taken from or is based upon publicly available documents or records on file with Canadian securities regulatory
authorities and other public sources at the time of the Offers, unless otherwise indicated. All currency amounts
expressed herein, unless otherwise indicated, are expressed in Canadian dollars. Shareholders are urged to read the
Offers to Purchase and Circular in its entirety.
The Offers
We are offering to acquire all of the issued and outstanding Clearnet Non-Voting Shares, Class B Shares,
Class C Shares and Class D Shares, including Clearnet Non-Voting Shares which may become outstanding on
the exercise of options, warrants, convertible debentures or other rights to purchase or acquire Clearnet
Non-Voting Shares, but excluding Clearnet Non-Voting Shares owned by TELUS or Acquisition Co. or their
affiliates or associates, for, at the election of the Shareholder:
• $70.00 in cash for each Clearnet Non-Voting Share, Class C Share or Class D Share or $0.70 in cash for
each Class B Share (the ‘‘Cash Alternative’’);
• 1.636 TELUS Non-Voting Shares for each Clearnet Non-Voting Share, Class C Share or Class D Share or
0.01636 TELUS Non-Voting Share for each Class B Share (the ‘‘Share Alternative’’); or
• a combination of the foregoing (the ‘‘Combination Alternative’’);
subject to proration as hereinafter described. The maximum amount of cash payable pursuant to the Offers,
including any amounts payable in lieu of the issuance of fractional TELUS Non-Voting Shares, shall not exceed
50% of the total consideration payable under the Offers and the maximum value of the TELUS Non-Voting
Shares issuable by TELUS pursuant to the Offers shall not exceed 50% of the total consideration payable under
the Offers. Shareholders who otherwise validly accept an Offer but fail in the Letter of Transmittal or Notice of
Guaranteed Delivery to properly elect, as applicable, the Cash Alternative, the Share Alternative or the
Combination Alternative shall be deemed to have elected the Share Alternative. See Section 1 of the Offers to
Purchase, ‘‘The Offers’’.
We will not issue fractional TELUS Non-Voting Shares pursuant to the Offers. In lieu of a fractional
TELUS Non-Voting Share, a Shareholder accepting an Offer will receive a cash payment determined on the
basis of an amount equal to the Average Price multiplied by the fractional share amount.
The TELUS Non-Voting Shares and the Clearnet Non-Voting Shares are each listed for trading on the TSE.
The Class A Non-Voting Shares are also listed for trading on NASDAQ. On August 18, 2000, the last trading
date prior to the public announcement by TELUS of its intention to make the Offers, the closing price of a
Clearnet Non-Voting Share was $45.80 on the TSE and US$31.00 on NASDAQ. On the same day, the closing
price of a TELUS Non-Voting Share was $43.25 and the weighted average trading price of TELUS Non-Voting
Shares was $42.79 on the TSE. The closing price of a TELUS Non-Voting Share on September 18, 2000 was
$39.60 on the TSE.
TELUS
TELUS is the second largest Canadian telecommunications provider offering a full range of communication
services. Its subsidiaries provide telecommunications services and solutions including voice, data, cellular,
Internet, information management and advertising. Voice and data communications, carried over both wireline
and wireless networks, are the major lines of business. Interconnection with other communications carriers
enables the customers of TELUS to communicate nationally and globally.
TELUS serves approximately 99% of British Columbia’s population of approximately 4.0 million residents
and approximately 100% of Alberta’s population of approximately 3.0 million residents. Its network includes the
British Columbia and Alberta portion of a cross Canada route for wireline, data and image communications
services including the British Columbia and Alberta portion of the coast-to-coast microwave networks and the
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