Filed by TELUS Corporation
Pursuant to Rule 425
under the Securities Act
Subject Company:
Clearnet Communications Inc.
[GRAPHIC OMITTED]
December 7, 2000
TELUS to make exchange offers for Clearnet's warrants and convertible debentures
Burnaby, British Columbia - TELUS Corporation (TSE: T, T.A; NYSE: TU) and
Clearnet Communications Inc. (TSE: NET.A, NET.db; NASDAQ: CLNT) today announce
that TELUS will make an offer to acquire all of the approximately 574,000
outstanding Clearnet Warrants in exchange for TELUS Warrants. Each outstanding
Clearnet Warrant entitles the holder to acquire one Class A Non-Voting Share of
Clearnet for US$16.36 up to September 15, 2005. Under the TELUS offer, each
Clearnet Warrant would be exchangeable for 1.636 TELUS Warrants. Each TELUS
Warrant would entitle the holder to acquire one Non-Voting Share of TELUS for
US$10.00 up to September 15, 2005. No fractional TELUS Warrants will be issued.
The TELUS Warrant offer will be subject to at least 51% of the Clearnet Warrants
being tendered.
As announced on November 17, 2000, TELUS will also make an offer to acquire all
outstanding 6.75% Convertible Unsecured Subordinated Debentures due 2010 of
Clearnet in exchange for 6.75% Convertible Unsecured Subordinated Debentures due
2010 of TELUS Corporation. Each TELUS Debenture will be convertible at the
option of the holder into 25.1699 Non-Voting Shares of TELUS. In addition, there
will be a mechanism to adjust the interest rate if the dividend on the TELUS
Non-Voting Shares is increased. Other terms and conditions of the TELUS
Debentures will be substantially the same as the Clearnet Debentures. The prior
conditions of TELUS receiving the agreement of holders of 51% of the Clearnet
Debentures to lock-up and tender to the offer, and approval of the Board of
Directors of TELUS, have been met.
Subject to securities regulatory approvals, TELUS expects to mail the offers to
holders of the Clearnet Warrants and Clearnet Debentures prior to December 18,
2000.
TELUS Corporation is one of Canada's leading telecommunications companies
providing a full range of communications products and services that connect
Canadians to the world. The company generated $5.9 billion in revenues in 1999
and is the leading service provider in Western Canada. TELUS also provides
voice, data, Internet, advertising and wireless services to Central and Eastern
Canada. With the purchase of QuebecTel and national digital wireless company
Clearnet Communications Inc., TELUS is rapidly strengthening its position as a
leading national service provider. For more information about TELUS, visit
www.telus.com.
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For more information, please contact:
TELUS CLEARNET
Treasury: Investor Relations:
Jim Drinkwater Robert Gardner
(780) 493-3620 (416) 279-4485
[email protected] [email protected]
<PAGE>
Forward Looking Statements
Some statements in this document look forward in time and deal with other than
historical or current facts for TELUS. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations, including but not limited to the risks associated with: obtaining
the necessary regulatory approvals and TELUS completing all actions required to
make the offers; general business conditions in Canada and the TELUS' service
territories in Canada; competition on wireless services (cellular), local and
long distance services, data and internet services and within the Canadian
telecommunications industry generally; adverse regulatory action; technological
change; taxation; availability of sufficient funding; and generation of
operating cash flow sufficient to provide financial viability. For additional
information with respect to certain of these and other factors, see the reports
filed by TELUS and Clearnet with Canadian provincial securities commissions and
the United States Securities and Exchange Commission.
TELUS disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL TELUS WARRANTS. AT THE TIME TELUS CORPORATION COMMENCES ITS OFFER, IT
WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION RELATING TO TELUS CORPORATION'S OFFER TO PURCHASE ALL OUTSTANDING
CLEARNET WARRANTS IN EXCHANGE FOR TELUS WARRANTS. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS WILL BE MADE
AVAILABLE TO ALL HOLDERS OF TELUS WARRANTS, AT NO EXPENSE TO THEM. THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) WILL ALSO
BE AVAILABLE FOR FREE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
