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

In addition, under OSC Rule 61-501 and AMF Regulation Q-27, if, following the Offer, the Offeror is the registered
holder of 90% or more of the Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for
minority approval would not apply to the transaction if an enforceable right to dissent and seek fair value or a substantially
equivalent right is made available to the minority Shareholders.
Any Subsequent Acquisition Transaction may also result in Shareholders having the right to dissent and demand
payment of the fair value of their Shares under section 190 of the CBCA. If the statutory procedures are complied with,
this right could lead to a judicial determination of the fair value required to be paid to such dissenting shareholders for
their Shares. The fair value of Shares so determined could be more or less than the amount paid per Share pursuant to the
Subsequent Acquisition Transaction or the Offer.
The tax consequences to a Shareholder of a Subsequent Acquisition Transaction may differ from the tax
consequences to such Shareholder of accepting the Offer. See Section 20 of the Circular, “Certain Canadian Federal
Income Tax Considerations”. Shareholders should consult their legal advisors for a determination of their legal rights with
respect to a Subsequent Acquisition Transaction if and when proposed.
Other Alternatives
If the Offeror is unable to effect a Compulsory Acquisition or to propose a Subsequent Acquisition Transaction
involving Emergis, or if it proposes a Subsequent Acquisition Transaction but cannot promptly obtain any required
approvals or exemptions, the Offeror will evaluate its other alternatives. Such alternatives could include, to the extent
permitted by applicable Law, purchasing additional Shares in the open market, in privately negotiated transactions, in
another take-over bid or exchange offer or otherwise, or from Emergis, or taking no further action to acquire additional
Shares. Subject to applicable Law, any additional purchases of Shares could be at a price greater than, equal to or less than
the price to be paid for Shares under the Offer and could be for cash and/or securities or other consideration. Alternatively,
the Offeror may take no action to acquire additional Shares or may sell or otherwise dispose of any or all Shares acquired
pursuant to the Offer or otherwise. Such transactions may be effected on terms and at prices then determined by the
Offeror, which may vary from the terms and the price paid for Shares under the Offer.
Judicial Developments
Prior to the adoption of OSC Rule 61-501 (or its predecessor OSC Policy 9.1) and AMF Regulation Q-27, Canadian
courts had, in a few instances, granted preliminary injunctions to prohibit transactions which constituted going private
transactions. The trend both in legislation and in Canadian jurisprudence has been towards permitting going private
transactions to proceed subject to compliance with procedures designed to ensure substantive fairness to minority
shareholders. Shareholders should consult their legal advisors for a determination of their legal rights with respect to any
transaction which may constitute a business combination or a going private transaction.
9. SOURCE OF FUNDS
The Offeror estimates that, if it acquires all of the Shares (on a fully-diluted basis) pursuant to the Offer, the total cash
amount required to purchase the Shares will be approximately $766 million. TELUS will provide all funding required by
the Offeror in connection with the Offer through its available cash on hand and drawdowns on its committed credit
facilities. TELUS also has available liquidity provided by other non-committed credit facilities, short-term investments
and from the proceeds of the sale of accounts receivable under a securitization program, which are available to fund the
Offeror. TELUS may be supplementing its existing credit facilities with a new credit facility.
As at December 6, 2007, TELUS had available cash and cash equivalents in the amount of $6.6 million. In addition,
as of the same date, TELUS had a committed revolving credit facility of $2 billion expiring on May 1, 2012 (of which
$200.0 million had been drawn, $663.5 million was utilized to back-stop the issuance of commercial paper and
approximately $103.7 million had been set aside for outstanding undrawn letters of credit).
TELUS’ committed revolving credit facility is provided by a syndicate of financial institutions. TELUS plans to
repay drawdowns under the credit facility made in connection with the Offer by using funds generated from additional
long-term financing or cash generated from its operations. No plans or arrangements to repay drawdowns under the credit
facility made in connection with the Offer have been made as of the date of the Circular. The undrawn portion of the credit
facility remains available for general corporate purposes until the maturity date of the facility.
TELUS’ committed revolving credit facility is unsecured and bears interest at Prime Rate, a U.S. Dollar Base Rate, a
Bankers’ Acceptance rate or LIBOR (as such terms are defined in the committed revolving credit facility), plus applicable
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