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

contemplated by the Support Agreement will cause the rights issuable under the Shareholder Rights Plan to become
exercisable.
19. REGULATORY MATTERS
The Offeror’s obligation to take up and pay for Shares tendered under the Offer is conditional upon certain
government or regulatory approvals, waiting or suspensory periods, waivers, permits, consents, reviews, orders, rulings,
decisions, and exemptions required by Law, policy or practice, including those of any provincial securities authorities,
stock exchanges or other securities regulatory authorities, having been obtained on terms satisfactory to the Offeror,
acting reasonably and the conditions described below. See also Section 4 of the Offer, “Conditions of the Offer”.
Competition Act Canada
The acquisition of shares in a corporation that carries on an operating business in Canada or controls a corporation
that carries on an operating business in Canada is subject to pre-merger notification under Part IX of the Competition Act
if prescribed financial and voting interest thresholds are exceeded. A pre-merger notification involves the provision of
certain prescribed information to the Commissioner. Notification may be made either on the basis of a short-form filing
(with a 14 day statutory waiting period) or a long-form filing (with a 42 day statutory waiting period). If a short-form filing
is made, the Commissioner may, within the 14 day waiting period, require the parties to make a long-form filing. A new
42 day waiting period will start to run once a complete long-form filing is made. Completion of the Commissioner’s
review of a notifiable transaction may take longer than the statutory waiting period. A notifiable transaction may not be
completed until the expiry of the applicable statutory waiting periods, unless an advance ruling certificate in respect of the
transaction is issued by the Commissioner pursuant to section 102 of the Competition Act or the requirement to notify is
waived by the Commissioner pursuant to the Competition Act.
The Commissioner has the right under the Competition Act to challenge a merger before the Competition Tribunal.
The Commissioner has the onus to prove that the merger will or will likely substantially prevent or lessen competition. If
the Competition Tribunal makes this finding, it may make a variety of orders including an order prohibiting the closing of
a transaction or, if the merger is already completed, an order requiring the disposal of assets or shares. It is also possible for
the Commissioner to seek interlocutory injunctions to prevent the closing of a transaction that the Commissioner is still
reviewing or has challenged.
Where the Commissioner is satisfied that she would not have sufficient grounds to apply to the Competition Tribunal
in respect of a transaction under the merger provisions of the Competition Act, the Commissioner may issue an advance
ruling certificate. If an advance ruling certificate is issued, the parties to the transaction are not required to file a premerger
notification. If a notification has already been filed and the statutory waiting period has not expired, the issuance of
an advance ruling certificate has the effect of terminating the statutory waiting period. If a transaction in respect of which
an advance ruling certificate is issued is completed within one year after the advance ruling certificate is issued, the
Commissioner cannot apply to the Competition Tribunal under the merger provisions of the Competition Act in respect of
the transaction solely on the basis of information that is the same or substantially the same as the information that led to
the issuance of the advance ruling certificate. Alternatively, in circumstances where the Commissioner is not prepared to
issue an advance ruling certificate, but has no immediate concerns regarding a proposed transaction, she may issue written
confirmation that she has no intention to challenge the proposed transaction (a “no action” letter), while preserving,
during the three (3) years following completion of the proposed transaction, her authority to so initiate proceedings should
circumstances change. In connection with the issuance of a “no action” letter, the Commissioner may grant a waiver of the
parties’ obligation to file a notification.
The purchase of the Shares contemplated by the Offer is a merger that is subject to the pre-merger notification
requirements under the Competition Act. The obligation of the Offeror to take-up and pay for Shares tendered under the
Offer is, among other things, subject to the condition that (a) an advance ruling certificate shall have been issued in respect
of the purchase of the Shares by the Offeror; or (b) the statutory waiting period under the Competition Act shall have
expired or shall have been waived or terminated and the Commissioner shall have advised (to the satisfaction of the
Offeror) that she does not intend to oppose the purchase of the Shares under the Offer. See Section 4 of the Offer,
“Conditions of the Offer”.
The Offeror and Emergis have filed a short form pre-merger notification and request for an advance ruling certificate
with the Commissioner.
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