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

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

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<strong>OFFER</strong><br />

December 11, 2007<br />

<strong>TO</strong>: THE HOLDERS OF SHARES OF <strong>EMERGIS</strong> <strong>INC</strong>.<br />

1. THE <strong>OFFER</strong><br />

The Offeror hereby offers to purchase, upon the terms and subject to the conditions described herein, all of the<br />

Shares, including Shares issuable upon the exercise or surrender of any outstanding Options, at a price of $8.25 in cash per<br />

Share.<br />

The Offer is made only for the Shares and is not made for any Options, SRs or rights under the Share Purchase Plan or<br />

other rights (other than the Rights), if any, to purchase or to receive Shares. Any holder of such Options, SRs or other<br />

rights who wishes to accept the Offer must, to the extent permitted thereby and hereby, exercise or surrender the Options,<br />

SRs or rights, or otherwise convert the rights in order to obtain certificates representing Shares and deposit such Shares in<br />

accordance with the terms of the Offer. See “Notice to Option Holders and Participants in SR Plan and Share Purchase<br />

Plan”. Any such conversion or exercise must be sufficiently in advance of the Expiry Time to ensure that Shares will be<br />

available for deposit at or prior to the Expiry Time or in sufficient time to comply with the procedures referred to in<br />

Section 3 of this Offer, “Manner of Acceptance — Procedure for Guaranteed Delivery”.<br />

All currency amounts expressed herein, unless otherwise indicated, are expressed in Canadian dollars.<br />

The accompanying Circular, Letter of Acceptance and Transmittal and Notice of Guaranteed Delivery, which<br />

are incorporated into and form part of the Offer, contain important information that should be read carefully<br />

before making a decision with respect to the Offer.<br />

2. TIME <strong>FOR</strong> ACCEPTANCE<br />

The Offer will be open for acceptance until 5:00 p.m. (Eastern Standard Time) on January 16, 2008 unless withdrawn<br />

or extended. See Section 5 of the Offer, “Extension and Variation of the Offer”.<br />

3. MANNER OF ACCEPTANCE<br />

Letters of Acceptance and Transmittal<br />

The Offer may be accepted by delivering to the Depositary at any of the offices listed in the Letter of Acceptance and<br />

Transmittal accompanying the Offer and Circular so as to arrive there not later than the Expiry Time:<br />

(a) a Letter of Acceptance and Transmittal (printed on blue paper) in the form accompanying the Offer and<br />

Circular or a manually executed facsimile thereof, properly completed and duly executed as required by the<br />

instructions set out in the Letter of Acceptance and Transmittal; and<br />

(b) any other document required by the instructions set out in the Letter of Acceptance and Transmittal; and<br />

(c) the certificate or certificates representing the Shares in respect of which the Offer is being accepted.<br />

Shareholders may also accept the Offer by following the procedures for a book-entry transfer established by CDS or<br />

DTC. Participants of CDS or DTC should contact the Depositary with respect to the deposit of their Shares under the<br />

Offer. CDS and DTC will be issuing instructions to its participants as to the method of depositing such Shares under the<br />

terms of the Offer. See “Procedure for Book-Entry Transfer” below.<br />

Except as otherwise provided in the instructions set out in the Letter of Acceptance and Transmittal or as may be<br />

permitted by the Offeror, the signature on the Letter of Acceptance and Transmittal must be guaranteed by an Eligible<br />

Institution. If a Letter of Acceptance and Transmittal is executed by a Person other than the registered holder of the Shares<br />

represented by the certificate(s) deposited therewith, then the certificate(s) must be endorsed or be accompanied by an<br />

appropriate share transfer power of attorney duly and properly completed by the registered holder, with the signature on<br />

the endorsement panel or share transfer power of attorney guaranteed by an Eligible Institution. See “Power of Attorney”<br />

below.<br />

In addition, Shares may be deposited in compliance with the procedures set forth below for guaranteed delivery not<br />

later than the Expiry Time.<br />

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