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DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS

DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS

DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS

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BENEFITS OF THE TRANSACTION<br />

As a result of the business combination, management of both BC TELECOM and <strong>TELUS</strong> expect that<br />

BCT.<strong>TELUS</strong> will be in a better position to meet the challenge of competitors entering its traditional serving<br />

territory. Through its relationship with GTE, BCT.<strong>TELUS</strong> expects to have access to the software and related<br />

technology to allow it to develop new products and businesses and add breadth and depth to its<br />

existing businesses.<br />

The business combination will take advantage of the strategic and operational compatibility of<br />

BC TELECOM and <strong>TELUS</strong> and should result in the following benefits: (i) creation of a platform for long-term<br />

growth and expansion into new geographic areas and emerging communications business sectors; (ii) realization<br />

of substantial synergies, including cost savings through the combination of duplicated functions; (iii) enhanced<br />

access to capital markets as a result of greater financial strength, market capitalization and increased public<br />

float; and (iv) an alliance with GTE, a telecommunications leader in the provision of voice, data and<br />

internet services.<br />

Platform for Growth<br />

Management of BC TELECOM and <strong>TELUS</strong> believe that the business combination will provide a strong<br />

platform for growth in revenue and earnings as it will strengthen the ability of BCT.<strong>TELUS</strong> to compete<br />

effectively in its core businesses, to develop new businesses and to expand outside its traditional serving territory.<br />

In particular:<br />

(a) The business combination will facilitate market entry in new geographic regions in which<br />

BC TELECOM is currently restricted from operating and in which <strong>TELUS</strong> does not presently operate;<br />

and<br />

(b) BCT.<strong>TELUS</strong> will have greater scale and scope, giving it the flexibility and financial capacity to pursue<br />

acquisitions and other growth opportunities.<br />

Synergies<br />

Management of both companies believe that their contiguous serving territories and shared core<br />

competencies in wireline and wireless communications businesses will allow BCT.<strong>TELUS</strong> to take advantage of<br />

cost synergies. BC TELECOM and <strong>TELUS</strong> estimate that by the third year, annual operating cost savings could<br />

amount to approximately $250 million, and annual capital cost savings could amount to approximately<br />

$115 million. Estimated one-time costs to achieve these savings are expected to be in the range of $250 million to<br />

$300 million. See ‘‘Investment Considerations — BCT.<strong>TELUS</strong> Considerations’’.<br />

The operating and capital cost savings are anticipated to be realized principally by: (i) reduction of<br />

corporate overhead through the implementation of a single management team; (ii) realization of infrastructure<br />

efficiencies, improvements and general cost savings in areas such as network operations and information<br />

systems, including data operations, applications development and maintenance; and (iii) capital cost savings<br />

through enhanced purchasing power, inventory efficiencies and leveraging access to GTE’s procurement<br />

strengths and pricing.<br />

Enhanced Capital Markets Profile and Financial Resources<br />

It is anticipated that BCT.<strong>TELUS</strong> will have substantial financial capacity, enhanced access to capital and<br />

greater ability to pursue growth opportunities, as indicated by the following:<br />

(a) Revenues, EBITDA and Assets — For the nine months ended September 30, 1998, the pro forma<br />

consolidated revenues of BCT.<strong>TELUS</strong> are $4.3 billion, pro forma EBITDA is $1.7 billion and pro<br />

forma consolidated assets amount to $7.9 billion;<br />

(b) Credit Ratings — Subsequent to the merger announcement, the Dominion Bond Rating Service<br />

reaffirmed the ratings of all of the rated securities of BC TELECOM, BC TEL and <strong>TELUS</strong><br />

Communications Inc., all with a stable outlook. The Canadian Bond Rating Service has placed the<br />

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