OFFER TO PURCHASE FOR CASH EMERGIS INC ... - About TELUS

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Certain Canadian Federal Income Tax Considerations The sale of Shares pursuant to the Offer will be a taxable disposition for Canadian federal income tax purposes. Canadian residents who hold Shares as capital property and who dispose of their Shares to the Offeror pursuant to the Offer will realize a capital gain or capital loss to the extent that the cash received exceeds or is less than the total of the adjusted cost base of their Shares and their disposition expenses. Non-residents of Canada who dispose of their Shares to the Offeror pursuant to the Offer will generally not be subject to tax in Canada in respect of the sale of their Shares, provided the Shares do not constitute taxable Canadian property to such non-resident Shareholders. The foregoing is a brief summary of the principal Canadian federal income tax considerations only and is qualified in its entirety by the more detailed general description of Canadian federal income tax considerations in Section 20 of the Circular, “Certain Canadian Federal Income Tax Considerations”, which Shareholders are urged to read. Shareholders are also urged to consult their own tax advisors to determine the particular tax consequences to them of a sale of Shares pursuant to the Offer or a disposition of Shares pursuant to a Compulsory Acquisition, Compelled Acquisition or any Subsequent Acquisition Transaction. Depositary Computershare Investor Services Inc. is acting as depositary under the Offer and will receive deposits of certificates representing Shares and accompanying Letters of Acceptance and Transmittal at the offices specified in the Letter of Acceptance and Transmittal. The Depositary will receive Notices of Guaranteed Delivery at its office specified in the Notice of Guaranteed Delivery. The Depositary will also facilitate book-entry transfers of Shares. See Section 22 of the Circular, “Financial Advisors, Depositary, Information Agent and Dealer Managers”. Dealer Managers <strong>TELUS</strong> and the Offeror have retained J.P. Morgan Securities Canada Inc. and J.P. Morgan Securities Inc. to serve as dealer managers for the Offer in Canada and the United States, respectively. J.P. Morgan Securities Canada Inc. may form a soliciting dealer group comprising members of the Investment Dealers Association of Canada and members of the stock exchanges in Canada to solicit acceptances of the Offer in Canada. In that event, the Offeror will pay customary soliciting dealer fees in connection with the tender of Shares. Depositing Shareholders will not be obligated to pay any fee or commission if they accept the Offer by using the services of the Dealer Managers or by transmitting their Shares directly to the Depositary. Information Agent Laurel Hill Advisory Group, LLC is acting as information agent under the Offer. Laurel Hill will be responsible for providing information about the Offer to Shareholders resident in Canada and the United States. Enquiries concerning the information in this document should be directed to Laurel Hill’s North American toll-free number at 1-800-555-3858. See Section 22 of the Circular, “Financial Advisors, Depositary, Information Agent and Dealer Managers”. 4
GLOSSARY In the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, unless the subject matter or context is inconsistent therewith or such terms are otherwise defined, the following terms have the meanings set forth below: “Acquisition Proposal” means (a) any proposal or offer (whether binding or not) made by a third party which relates to (i) any take-over bid, merger, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation or winding-up in respect of Emergis or any Subsidiary, other than a Permitted Transaction; (ii) any sale, lease, licence (other than licences in the ordinary course of business), mortgage, hypothecation, pledge, transfer or other disposition of all or a material portion of the assets of Emergis and its Subsidiaries taken as a whole, whether in a single transaction or series of linked transactions, other than a Permitted Transaction; (iii) any sale or acquisition of 20% or more of Emergis’ shares of any class or rights or interests therein or thereto in a single transaction or series of linked transactions; (iv) any similar business combination or transaction, of or involving Emergis and one or more of its Subsidiaries; (b) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; or (c) any public announcement of an intention to do any of the foregoing from any Person other than the Offeror or any affiliate of the Offeror; “affiliate” has the meaning ascribed thereto in the Securities Act (Québec) R.S.Q. chapter V-1.1, as amended from time to time; “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, stating that DTC has received an express acknowledgment from the participant in DTC depositing the Units that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Acceptance and Transmittal and that the Offeror may enforce such agreement against such participant; “AMF” means the Autorité des marchés financiers (Québec); “AMF Regulation Q-27” means Regulation Q-27 of the AMF, as amended; “Appointee” has the meaning ascribed thereto in Section 3 of the Offer, “Manner of Acceptance — Power of Attorney”; “Appropriate Regulatory Approvals” means the sanctions, rulings, consents, orders, exemptions, permits, licences, authorizations and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any Governmental Entity that are necessary for the consummation of the transactions contemplated by the Support Agreement, as listed in Schedule 1.1 of the Emergis Disclosure Letter. With respect to the Competition Act, Appropriate Regulatory Approval means (a) the issuance of an advance ruling certificate pursuant to section 102 of the Competition Act by the Commissioner to the effect that the Commissioner would not have sufficient grounds upon which to apply to the Competition Tribunal for an order under section 92 of the Competition Act with respect to the transactions contemplated by the Support Agreement; or (b) that (i) the waiting period under section 123 of the Competition Act shall have expired or shall have been waived or terminated, and (ii) the Offeror shall have been advised in writing by the Commissioner of Competition that she has determined not to make an application for an order under section 92 or section 100 of the Competition Act in respect of the transactions contemplated by the Support Agreement and any terms and conditions attached to any such advice shall be acceptable to the Offeror, acting reasonably; “associate” has the meaning ascribed thereto in the Securities Act (Québec) R.S.Q. chapter V-1.1, as amended from time to time; “Board of Directors” means the board of directors of Emergis; “Book-Entry Confirmation” means confirmation of a book-entry transfer of a Shareholder’s Shares into the Depositary’s account at CDS or DTC; “business combination” unless otherwise defined has the meaning ascribed thereto in OSC Rule 61-501; “Canadian GAAP” means Canadian generally accepted accounting principles as defined from time to time by the Accounting Standards Board of the Canadian Institute of Chartered Accountants in the Handbook of the Canadian Institute of Chartered Accountants; 5
Page 1 and 2: This document is important and requ
Page 3 and 4: The Information Agent for the Offer
Page 5 and 6: NOTICE TO SHAREHOLDERS IN THE UNITE
Page 7 and 8: QUESTIONS AND ANSWERS ABOUT THE OFF
Page 9 and 10: HAVE ANY EMERGIS SHAREHOLDERS AGREE
Page 11 and 12: SUMMARY The following is a summary
Page 13: Shareholders will not be required t
Page 17 and 18: “Expiry Date” means the Initial
Page 19 and 20: “Share Unit” means a unit credi
Page 21 and 22: Procedure for Guaranteed Delivery I
Page 23 and 24: A Shareholder accepting the Offer u
Page 25 and 26: easonable discretion regardless of
Page 27 and 28: any member of any soliciting dealer
Page 29 and 30: 11. NOTICES AND DELIVERY Without li
Page 31 and 32: CIRCULAR The following information
Page 33 and 34: TELUS completed its confirmatory du
Page 35 and 36: abstain from voting on such resolut
Page 37 and 38: (d) withdraw, modify or qualify, or
Page 39 and 40: (iii) at any time prior to the Expi
Page 41 and 42: the benefit of the severance provis
Page 43 and 44: Subsequent Acquisition Transactions
Page 45 and 46: margins. The committed revolving cr
Page 47 and 48: all Shares acquired pursuant to the
Page 49 and 50: 20. CERTAIN CANADIAN FEDERAL INCOME
Page 51 and 52: the Tax Act by virtue of an applica
Page 53 and 54: TO: The Directors of 6886116 Canada
Page 55 and 56: DATED: December 11, 2007 CERTIFICAT

OFFER TO PURCHASE FOR CASH EMERGIS INC ... - About TELUS

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