Offer to purchase CLEARNET.pdf - About TELUS

CIRCULAR
This Circular is furnished in connection with the accompanying Offers to Purchase dated September 20, 2000 by
the Offerors to purchase all of the issued and outstanding Clearnet Shares, including Clearnet Shares that may
become outstanding on the exercise of options, warrants, convertible debentures or other rights to purchase or acquire
Clearnet Shares including pursuant to the Clearnet Convertible Debentures and the Clearnet Warrants. Shareholders
should refer to the Offers to Purchase for details of their terms and conditions, including details as to payment and
withdrawal rights.
The information concerning Clearnet contained in this Circular has been taken from or is based upon publicly
available documents and records of Clearnet on file with Canadian securities regulatory authorities and other public
sources, unless otherwise stated herein. Although the Offerors have no knowledge which would indicate that any of
the statements contained herein and taken from or based on such information are untrue or incomplete, they do not
assume any responsibility for the accuracy or completeness of such information, or for any failure by Clearnet to
disclose publicly events or facts which may have occurred or which may affect the significance or accuracy of any such
information and which are unknown to the Offerors.
BACKGROUND TO THE OFFERS
In March, 1999, George Petty, then President and Chief Executive Officer of TELUS, and James W. Peters,
then Executive Vice-President, Corporate Development and Emerging Business of TELUS had an introductory
meeting with George Cope and Robert Simmonds, respectively the President and Chief Executive Officer and
the Chairman and Executive Vice-President, Regulatory of Clearnet, to discuss generally the possibility of a
transaction between the two companies. No further meetings or discussions took place between the two
companies until late 1999.
On November 10, 1999, Brian Canfield, then President and Chief Executive Officer and James W. Peters,
Executive Vice-President, Corporate Development and Corporate Affairs and General Counsel of TELUS, met
with George Cope, Robert Simmonds, and Robert McFarlane, Executive Vice-President, Chief Financial Officer
of Clearnet, to discuss the potential benefits of a strategic combination between TELUS and Clearnet and the
interests of the parties with respect thereto.
On November 19, 1999, Messrs. Canfield and Peters met with Messrs. Cope and McFarlane to discuss the
nature of a potential strategic combination and to establish the parameters which would be required to be met to
achieve a mutually beneficial transaction.
During the period from December 8 to December 14, 1999 various telephone conversations were held
between Mr. Peters of TELUS and Mr. Cope of Clearnet where Mr. Cope advised that the nature of the
transaction then being proposed by TELUS was not within the expectations of Clearnet and its Board of
Directors. It was determined at that time, that any further meetings and discussions would be deferred into 2000.
On January 27, 2000, Mr. Peters together with TELUS’ financial advisors met with Messrs. Cope and
McFarlane and Clearnet’s financial advisors at which time a proposal initiated by Clearnet was presented to
TELUS which TELUS did not find acceptable.
On March 6, 2000, Mr. Peters and TELUS’ financial advisors met with Messrs. Cope and McFarlane and
Clearnet’s financial advisors to discuss various issues relating to a strategic combination including issues relating
to valuation, commitments to Clearnet’s ESMR platform and Clearnet’s concerns relating to foreign ownership
laws. It was decided by the parties that there was not sufficient agreement on the terms of a transaction for
discussions to continue and the parties agreed to defer further discussions until there was further clarity on the
Spectrum Auction process.
On June 7 to 9, 2000, TELUS’ board of directors and management, together with Darren Entwistle,
discussed the strategy of TELUS establishing a national wireless presence and the various alternatives available
to TELUS with respect thereto and determined to undertake a thorough investigation of the various
alternatives.
On June 28, 2000, Industry Canada announced the framework of the Spectrum Auction which permitted
TELUS to participate in that auction.
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