TELUS and Clearnet to create Canada's
largest wireless company
C$6.6 billion acquisition of Clearnet provides TELUS
with immediate national wireless coverage and sets
stage for mobility, data and Internet growth
TORONTO, August 21, 2000 - In what will be the largest acquisition in Canadian
telecommunications history, TELUS Corporation (TSE: T, T.A) has agreed to offer
to acquire all of the shares of national digital wireless company Clearnet
Communications Inc. (TSE: NET.A; NASDAQ: CLNT). The combined entity will be a
leader in the fast-growing market for national wireless voice, data and Internet
services. The combination of TELUS's and Clearnet's wireless operations will
produce the largest wireless company in Canada in terms of annual revenue,
customer growth and wireless spectrum position.
The transaction, valued at C$6.6 billion, will unite Western Canada's leading
wireless company with the country's most dynamic national wireless company. This
deal is a major advance in building TELUS into the leading Canadian provider of
advanced, integrated communications, with more than 1.8 million customers, a
license to provide coverage to 30.7 million potential customers and existing
digital network coverage for more than 21 million potential customers from coast
to coast. George Cope, President and CEO of Clearnet, will assume leadership of
the combined wireless entity as its President and CEO.
A Bold New Force in Canadian Telecommunications
"Wireless and IP applications are the two fastest-growing areas in
telecommunications and their convergence will be the most significant event of
the next decade for our industry. Our objective is to become the Canadian leader
of this market," said Darren Entwistle, TELUS President and CEO. "This
transaction will give us immediate national wireless coverage, which will serve
as the foundation for the data and Internet strategy we are about to unveil.
"This deal is significant not only in its scale, but, more importantly, it
signifies TELUS's strong commitment to becoming Canada's preeminent data and
wireless communications company. And it indicates how TELUS will behave in the
future. We will act quickly, decisively and responsibly, focusing on growth
areas of our industry to add value for our shareholders."
George Cope, President and CEO of Clearnet, called the deal "an exciting and
compelling opportunity for Clearnet shareholders, clients and employees to be
part of a bold new force in Canadian telecommunications. Together, we will be
able to dramatically expand our ability to fully exploit the opportunities in
Canadian wireless.
"Our clients will greatly benefit from this transaction through access to a
competitive and integrated mix of new and improved services, including bundled
services and new data and Internet options. Joining forces with TELUS means we
will have unparalleled human and financial resources to capitalize on the
wireless revolution in voice, Internet and data services."
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Under the terms of a Support Agreement between TELUS and Clearnet, pursuant to
which TELUS has agreed to make, and Clearnet has agreed to support, the offer,
TELUS will offer to acquire all of the outstanding shares of Clearnet for C$70
per share (after giving effect to the conversion ratio between Clearnet's Class
B and Class A non-voting shares). Clearnet shareholders have the right to elect
to receive C$70 in cash or 1.636 TELUS Non-Voting shares for each Clearnet share
tendered, or any combination, subject to the aggregate consideration paid by
TELUS being one-half cash and one-half TELUS Non-Voting shares. Tendering
shareholders will be prorated depending upon the total number of shareholders
electing to receive cash versus TELUS Non-Voting shares.
The offer price of C$70 per share represents a 53 per cent premium to the
closing price (C$45.80; US$31.00) of the Clearnet Class A non-voting shares on
Friday, August 18, 2000, the last trading day before the transaction was
announced.
TELUS has entered into lock-up agreements with certain Clearnet shareholders
holding an aggregate of more than 86 per cent of the voting interest in Clearnet
and more than 30 per cent of the economic interest in Clearnet under which these
shareholders have agreed to tender all of their Clearnet shares to the TELUS
offer. If accepted by all shareholders, Clearnet shareholders will hold 18.5 per
cent of TELUS shares outstanding.
Subject to the conditions described above, Nextel Communications, Inc., through
Nextel International, Inc., and Motorola Canada Limited, two of Clearnet's major
shareholders, have agreed to elect to receive TELUS Non-Voting shares in
exchange for 100 per cent and 75 per cent, respectively, of the Clearnet shares
that they own, representing a total of 22.5 million TELUS Non-Voting shares.
Furthermore, Nextel and Motorola have agreed to a standstill on these shares for
a period of up to one year following the closing date of the transaction.
TD Securities and J.P. Morgan & Co. Inc. acted as financial advisors for TELUS
and have fully underwritten the debt component of the transaction's financing.
The Board of Directors of Clearnet, upon the recommendations of an independent
committee of its directors established to consider TELUS's offer and of RBC
Dominion Securities Inc., its financial advisor, has recommended the offer for
approval by its shareholders. It is anticipated that the offer will be mailed to
Clearnet shareholders in mid-September, 2000. The Support Agreement provides
that Clearnet must pay a "break fee" to TELUS in certain circumstances. If an
acquisition proposal emerges before August 29, 2000 and the Board of Directors
of Clearnet recommends that proposal and TELUS does not match it, Clearnet will
pay a break fee and the shareholders to the Lock Up agreements may tender to
that proposal.
"This transaction has been structured with the optimum mix of cash and equity,"
said Darren Entwistle. "We wanted to ensure that after the closing of the
transaction, TELUS would remain financially strong and would have the financial
flexibility to finance its data and Internet initiatives to fuel the company's
growth. We are committed to maintaining an investment grade credit rating. Our
June 30, 2000 pro forma balance sheet after acquiring Clearnet shows net debt of
C$7.6 billion and total shareholders equity of C$6.8 billion. We are maintaining
our dividend, as we are committed to meet the expectations of our current
shareholders.
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"George and I are very excited about the opportunities that lie ahead, and I
look forward to working with him in his position as leader of our combined
wireless operations," added Entwistle. "We believe these two companies are a
great fit. We share a common vision of our industry's future, we have compatible
wireless technology and together we are the leading national player - TELUS is
the wireless leader in Western Canada, while Clearnet has a powerful presence in
Eastern Canada."
Clearnet brings to TELUS more than 2,600 team members with an exceptionally
strong entrepreneurial culture. "Our national employee team is renowned for its
talent, motivation and commitment to leading the wireless industry," said George
Cope. "We look forward to joining with TELUS's experienced team of wireless
professionals in the implementation of the new wireless voice, data and Internet
strategy of our combined entity."
Leading Edge Digital Wireless Solutions
By operating its own national digital wireless network, TELUS will be able to
compete more aggressively for wireless customers across Canada. Clearnet and
TELUS's wireless operations offer compatible digital PCS services based on the
same leading-edge CDMA digital wireless technology. Clearnet also brings to the
combined wireless entity the unique Mike network, a powerful multifunctional
wireless tool aimed at the business market. Clearnet's fast-growing Mike network
boasts the highest average revenue per unit in the Canadian wireless industry.
Both companies bring strategic partnerships with key U.S. wireless carriers to
their combined wireless operation. Clearnet's partner Nextel Communications,
Inc. (NASDAQ: NXTL), provider of the largest guaranteed all-digital wireless
network in the United States, offers, with Nextel Partners, Inc. (NASDAQ: NXTP),
Mike clients seamless coverage in 98 of the top 100 U.S. markets. TELUS has a
partnership with Verizon (NYSE: VZ) through GTE Corporation, which is a member
in the Verizon Wireless joint venture, the largest wireless service provider in
the United States. Through this partnership, TELUS will be able to provide its
cellular and PCS customers seamless, single-rate roaming North America wide.
Through this transaction, TELUS avoids the expense and uncertainties involved in
building out its own cross-Canada wireless network and in developing its own
wireless organization in Eastern Canada. The combination of Clearnet and TELUS
networks will allow TELUS to compete in the wireless market on a national scale
approximately three years sooner than if it had decided to build its own
network. As well, the synergies in this transaction, including tax-losses
carried forward, operating and revenue synergies, are estimated at approximately
C$2.1 billion to C$2.4 billion.
The transaction is expected to be completed in October, 2000.
Forward Looking Statements
Some statements in this document look forward in time and deal with other than
historical or current facts for TELUS and Clearnet. 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:
general business conditions in Canada and the companies' 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
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funding; and generation of operating cashflow 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 and Clearnet disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Investors and security holders are advised to read the offer to
exchange/prospectus, the solicitation/recommendation statement on Schedule 14D-9
and other offer documentation regarding the transaction to be filed with
Canadian provincial securities commissions and the United States Securities and
Exchange Commission, as they will contain important information. Security
holders may obtain a free copy of the offer to exchange/prospectus (when
available) and other related documents filed by TELUS and Clearnet at the SEC's
Web site at www.sec.gov and the SEDAR Web site at www.sedar.com. When available,
the offer to exchange/prospectus and the other documents may also be obtained
from TELUS, Attention: TELUS Corporation Investor Relations, Floor 30-D,
10020-100 Street, Edmonton, AB T5J 0N5.
