Filed by TELUS Corporation
Pursuant to Rule 425
under the Securities Act
Subject Company:
Clearnet Communications Inc.
TELUS logo News Release
December 15, 2000
TELUS begins Compulsory acquisition of all outstanding Clearnet shares
and offers to purchase Clearnet Warrants and 6.75% 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 has begun the compulsory acquisition of all outstanding Clearnet
shares that were not tendered to the original tender offer which expired on
October 19, 2000. Over 90% of all classes of Clearnet's outstanding shares were
tendered to the initial "Offers to Purchase" which thereby permits a compulsory
acquisition of the remainder of outstanding shares under the Canada Business
Corporations Act.
The terms of the compulsory acquisition will be the same as those of the TELUS
tender offer dated September 20, 2000, which expired on October 19, 2000.
Shareholders will receive up to C$70 for each Class A Non-Voting Share or 1.636
TELUS Non-Voting Shares for each Class A share, or a combination of the
foregoing. However, in total, TELUS will pay for Clearnet shares in equal parts
cash and TELUS Non-Voting Shares and as a consequence Clearnet shareholders will
be prorated depending upon the total number of shareholders electing to receive
cash versus TELUS Non-Voting shares pursuant to the compulsory acquisition.
As previously announced on November 17, 2000, and December 7, 2000, TELUS also
today began mailing offers to purchase all outstanding Clearnet Warrants in
exchange for TELUS Warrants, and 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.
The redemption of Clearnet's 14 3/4% Senior Discount Notes due 2005 has also
today been completed. As announced on November 14, 2000, the notes were redeemed
at a price of 107.375% of the US$293,873,000 principal amount outstanding.
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
John Wheeler Robert Mitchell
(780) 493-7310 (416) 279-3219
[email protected] [email protected]
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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.
