OFFER TO PURCHASE FOR CASH EMERGIS INC ... - About TELUS
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The Offer will be open for acceptance until 5:00 p.m. (Eastern Standard Time) on January 16, 2008 unless withdrawn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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