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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CLEARNET COMMUNICATIONS INC.
(Name of Subject Company (Issuer))
612459 B.C. LTD.
TELUS CORPORATION
(Names of Filing Persons (Offeror))
CLASS A NON-VOTING SHARES
(Title of Class of Securities)
184902104
(CUSIP Number of Class of Securities)
ROBERT J. DARDI
VICE PRESIDENT AND CORPORATE SECRETARY
TELUS CORPORATION
21ST FLOOR, 3777 KINGSWAY
BURNABY, BRITISH COLUMBIA V5H 3Z7 CANADA
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
COPIES TO:
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ELIZABETH J. HARRISON, Q.C. PAUL J. SHIM, ESQ.
FARRIS, VAUGHAN, WILLS & MURPHY CLEARY, GOTTLIEB, STEEN & HAMILTON
26TH FLOOR, 700 WEST GEORGIA STREET ONE LIBERTY PLAZA
VANCOUVER, B.C., CANADA V7Y 1B3 NEW YORK, NY 10006
(604) 684-9151 (212) 225-2000
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CALCULATION OF FILING FEE
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AMOUNT OF FILING FEE**
TRANSACTION VALUATION* $2,940,238,804 $588,048
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* For purposes of calculating the filing fee pursuant to Rule 0-11(d) and
0-11(a)(4) and the Securities Exchange Act of 1934, based upon
(i) 65,791,873, representing the aggregate number of shares of Class A
Non-Voting Shares of Clearnet Communications Inc. outstanding on
September 15, 2000 (assuming conversion of all other outstanding classes of
shares into Class A Non-Voting Shares) plus the maximum number of shares
expected to be issued and exercisable pursuant to outstanding options,
warrants, convertible debentures or other rights to purchase such shares
prior to the date the offers are expected to be consummated, multiplied by
(ii) $44.69, the average of the high and low price per Class A Non-Voting
Share of Clearnet Communications Inc. on September 15, 2000, as reported by
The Nasdaq National Market.
(CONTINUED)
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** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction
Valuation.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $374,203.87 Filing Party: TELUS Corporation
Form or Registration No.: F-10 Date Filed: September 20, 2000
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/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offers by TELUS Corporation, a company organized under the laws of British
Columbia, Canada ("Parent") and/or 612459 B.C. Ltd. ("Purchaser"), a company
organized under the laws of British Columbia, Canada and a wholly-owned indirect
subsidiary of Parent, to purchase all the outstanding Class A Non-Voting Shares,
Class B Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting
Shares (together, the "Clearnet Shares"), of Clearnet Communications Inc., a
holding company continued under the CANADA BUSINESS CORPORATIONS ACT (the
"Company"), which are not owned by Parent or its affiliates, for, at the
election of the holder of the Clearnet Shares, (i) Cdn$70.00 in cash for each
Class A Non-Voting Share, Class C Subordinate Voting Share or Class D
Subordinate Voting Share or Cdn$0.70 in cash for each Class B Share; (ii) 1.636
Non-Voting Shares of Parent for each Class A Non-Voting Share, Class C
Subordinate Voting Share or Class D Subordinate Voting Share or 0.01636 of a
Non-Voting Share of Parent for each Class B Share; or (iii) a combination of the
foregoing, upon the terms and subject to the conditions set forth in the Offers
to Purchase dated September 20, 2000 (the "Offers to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offers") which are annexed to
and filed with this Schedule TO as Exhibits (a)(1) and (a)(2), respectively.
This Schedule TO is being filed on behalf of Parent and Purchaser.
All information set forth in the Offers filed as Exhibits (a)(1) and (a)(2)
to this Schedule TO is incorporated by reference in answer to items 1 through 11
in this Schedule TO, except those items as to which information is specifically
provided herein.
ITEM 12. EXHIBITS.
(a)(1) Offers to Purchase, dated September 20, 2000 (incorporated by reference
from TELUS Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
(a)(2) Form of Letter of Transmittal (incorporated by reference from TELUS
Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference from
TELUS Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
(a)(4) Summary Advertisement as published in The Wall Street Journal on
September 20, 2000
(a)(5) Press release issued by TELUS Corporation on September 20, 2000
(incorporated by reference to the filing by TELUS Coporation on Form 425
on September 20, 2000)
(b)(1) Commitment Letter and accompanying Fee Letter dated August 18, 2000 from
The Toronto-Dominion Bank and Morgan Guaranty Trust Company of New York
to TELUS Corporation (incorporated by
2
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reference from TELUS Corporation's Registration Statement on Form F-10
filed on September 20, 2000)
(d)(1) Support Agreement, dated August 20, 2000, between TELUS Corporation and
Clearnet Communications Inc. (incorporated by reference from TELUS
Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
(d)(2) Lock-up Agreement, dated as of August 20, 2000, between TELUS
Corporation and Lenbrook Inc. (incorporated by reference from TELUS
Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
(d)(3) Lock-up Agreement, dated as of August 20, 2000, between TELUS
Corporation and Madison Dearborn Capital Partners, L.P. (incorporated by
reference from TELUS Corporation's Registration Statement on Form F-10
filed on September 20, 2000)
(d)(4) Lock-up Agreement, dated as of August 20, 2000, between TELUS
Corporation and Motorola Canada Limited (incorporated by reference from
TELUS Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
(d)(5) Lock-up Agreement, dated as of August 20, 2000, between TELUS
Corporation and Nextel International, Inc. (incorporated by reference
from TELUS Corporation's Registration Statement on Form F-10 filed on
September 20, 2000)
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 20, 2000
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TELUS CORPORATION
By: /s/ JAMES W. PETERS
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Name: James W. Peters
Title: Executive Vice President, Corporate
Development and Corporate Affairs and
General Counsel
612459 B.C. LTD.
By: /s/ JAMES W. PETERS
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Name: James W. Peters
Title: Director
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EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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(a)(1) Offers to Purchase, dated September 20, 2000 (incorporated
by reference from TELUS Corporation's Registration
Statement on Form F-10 filed on September 20, 2000)
(a)(2) Form of Letter of Transmittal (incorporated by reference
from TELUS Corporation's Registration Statement on
Form F-10 filed on September 20, 2000)
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference from TELUS Corporation's Registration Statement
on Form F-10 filed on September 20, 2000)
(a)(4) Summary Advertisement as published in The Wall Street
Journal on September 20, 2000
(a)(5) Press release issued by TELUS Corporation on September 20,
2000 (incorporated by reference to the filing by TELUS
Corporation on Form 425 on September 20, 2000)
(b)(1) Commitment Letter and accompanying Fee Letter dated
August 18, 2000 from The Toronto-Dominion Bank and Morgan
Guaranty Trust Company of New York to TELUS Corporation
(incorporated by reference from TELUS Corporation's
Registration Statement on Form F-10 filed on
September 20, 2000)
(d)(1) Support Agreement, dated August 20, 2000, between TELUS
Corporation and Clearnet Communications Inc. (incorporated
by reference from TELUS Corporation's Registration
Statement on Form F-10 filed on September 20, 2000)
(d)(2) Lock-up Agreement, dated as of August 20, 2000, between
TELUS Corporation and Lenbrook Inc. (incorporated by
reference from TELUS Corporation's Registration Statement
on Form F-10 filed on September 20, 2000)
(d)(3) Lock-up Agreement, dated as of August 20, 2000, between
TELUS Corporation and Madison Dearborn Capital Partners,
L.P. (incorporated by reference from TELUS Corporation's
Registration Statement on Form F-10 filed on
September 20, 2000)
(d)(4) Lock-up Agreement, dated as of August 20, 2000, between
TELUS Corporation and Motorola Canada Limited
(incorporated by reference from TELUS Corporation's
Registration Statement on Form F-10 filed on
September 20, 2000)
(d)(5) Lock-up Agreement, dated as of August 20, 2000, between
TELUS Corporation and Nextel International, Inc.
(incorporated by reference from TELUS Corporation's
Registration Statement on Form F-10 filed on
September 20, 2000)
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