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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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Plan and Share Purchase Plan, conditional upon the completion of the transactions contemplated by the Offer. See Section 5 of<br />

the Circular, “Stock Option Plans and Other Incentive Plans”.<br />

<strong>FOR</strong>WARD-LOOKING STATEMENTS<br />

Certain statements in the Offer and Circular under “Background to the Offer”, “Purpose of the Offer and<br />

Plans for Emergis”, and “Acquisition of Shares Not Deposited”, in addition to certain statements contained<br />

elsewhere in the Offer and Circular, are forward-looking statements and are prospective in nature. By their nature,<br />

forward-looking statements require the Offeror and <strong>TELUS</strong> to make assumptions and are subject to inherent risks<br />

and uncertainties. These statements generally can be identified by the use of forward-looking works such as “may”,<br />

“should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “except”, “believe”, or “continue’’ or the<br />

negative thereof or similar variations. There is significant risk that predictions, assumptions and other forwardlooking<br />

statements will not prove to be accurate. Shareholders are cautioned not to place undue reliance on<br />

forward-looking statements as a number of factors could cause actual future results, conditions, actions or events<br />

to differ materially from financial and operating targets, expectations, estimates or intentions expressed in the<br />

forward-looking statements. The Offeror and <strong>TELUS</strong> have made certain assumptions about the Canadian<br />

economy, the healthcare industry and the market for electronic health care solutions and has also assumed that<br />

there will be no significant events occurring outside of <strong>TELUS</strong>’ and Emergis’ normal course of business. Factors<br />

that could cause actual results to differ materially include but are not limited to: satisfaction of the conditions of the<br />

Offer; valid acceptance of the Offer by holders of 662 ⁄3% of the Shares not being obtained; approvals or clearances<br />

required to be obtained by <strong>TELUS</strong> and Emergis from regulatory and other agencies and bodies not being obtained<br />

in a timely manner or at all; anticipated benefits, efficiencies and cost savings from the business combination or<br />

related divestitures not being fully realized; costs or difficulties related to the integration of Emergis’ and <strong>TELUS</strong>’<br />

operations being greater than expected; business and economic conditions in the principal markets for the<br />

companies’ products; competition; economic growth and fluctuations; capital expenditure levels; financing and<br />

debt requirements; tax matters; human resource developments; technology; regulatory developments; process<br />

risks (including internal reorganizations and integrations); health, safety and environmental developments;<br />

litigation and legal matters; business continuity events (including manmade and natural threats); any prospective<br />

acquisitions or divestitures; and other risk factors listed from time to time in <strong>TELUS</strong>’ public disclosure documents<br />

including its annual report, annual information form, and other filings with securities commissions in Canada (on<br />

SEDAR at www.sedar.com) and filings in the United States including Form 40-F (on EDGAR at www.sec.gov). The<br />

Offeror and <strong>TELUS</strong> disclaim any intention or obligation to update or revise any forward-looking statements<br />

whether as a result of new information, future events or otherwise, except as required by applicable law.<br />

iii

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