Filed by TELUS Corporation
Pursuant to Rule 425
under the Securities Act
Subject Company:
Clearnet Communications Inc.
TELUS logo Clearnet Communications Inc. logo
October 20, 2000
TELUS and Clearnet create Canada's largest wireless company
TELUS acquires Clearnet shares as scheduled
Burnaby, British Columbia, and Scarborough, Ontario - TELUS Corporation (TSE: T,
T.A; NYSE: TU) and Clearnet Communications Inc. (TSE: NET.A; NASDAQ: CLNT) today
jointly announce that all of the conditions of the TELUS Offers to Purchase have
been satisfied and TELUS will take-up and pay for the Clearnet shares that have
been deposited in accordance with the terms of the Offers.
The TELUS Offers resulted in an overall tender of 98.5 per cent of Clearnet's
shares, consisting of 97.9 per cent of the Class A shares, 99.97 per cent of the
Class B shares, and 100 per cent of the Class C and D shares. Based on the cash
and share elections made, the overall proration factor applied to cash elections
is approximately 69.9 per cent. This factor will be applied to the cash portion
of all cash, or cash and share combination elections, of tendering Clearnet
shareholders. For tendered Clearnet shares that are in good order, cheques and
TELUS Non-Voting share certificates will be mailed first class next week.
"The completion of the Clearnet acquisition since our announcement of our intent
speaks volumes about the speed and focus with which TELUS will be operating as
we move forward with our growth strategy," said Darren Entwistle, President and
Chief Executive Officer. "In the 60 short days since announcement, we met every
one of our commitments. We successfully marketed the deal, secured four
investment grade debt ratings, raised $6.25 billion in bank syndicated
financing, listed our Non-Voting shares on the New York Stock Exchange and met
the conditions of the Offers."
The new TELUS Mobility will be led by Clearnet President and CEO George Cope.
The structure and senior management team for the new company is to be identified
by early November.
"With the unmatched human, technological and financial resources resulting from
the unification of our two companies, the new TELUS Mobility is well-positioned
to lead the high-growth Canadian wireless industry," said Cope. "Our first
priority is to take advantage of the synergies and strengths generated by the
two companies becoming one, while ensuring our clients continue to receive the
highest levels of service. Our integration team will work to quickly merge our
operations so we can enhance our services to new and existing clients across
Canada."
The new TELUS Mobility will have more than two million customers, more than
4,000 employees, a license to provide coverage to 31 million potential customers
and existing digital network coverage for more than 21 million potential
customers from coast to coast. The combined company will become Canada's largest
wireless company in terms of annual revenues, customer growth and wireless
spectrum position.
"I welcome Clearnet shareholders to the most exciting telecommunications growth
company - and now the leading national wireless player - in Canada," added
Entwistle. "TELUS is now turning its attention to enhancing the high-speed
Internet and data capabilities we can offer to meet the demand for national data
and wireless services."
At the expiry of the Offers, approximately 43,548,000 Class A Non-Voting Shares,
approximately 321,236,000 Class B Shares, 6,092,591 Class C Subordinate Voting
Shares and 7,790,741 Class D Subordinate Voting Shares of Clearnet were
deposited under the TELUS Offers to Purchase all of the outstanding shares of
Clearnet, dated September 20, 2000.
TELUS anticipates acquiring within 35 to 50 days the balance of the Clearnet
shares not tendered, through the compulsory acquisition procedures of the Canada
Business Corporations Act, thereby completing TELUS's 100% acquisition of
Clearnet.
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 reported $5.9 billion in revenues in 1999
and is the premier 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 service
provider Clearnet Communications Inc., TELUS is rapidly strengthening its
position as a leading national service provider. For more information about
TELUS, visit www.telus.com.
Clearnet Communications Inc. is a leading Canadian wireless communications
company that operates two state-of-the-art digital wireless networks, Clearnet
PCS and Mike. Clearnet serves more than 700,000 clients across Canada.
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For more information:
TELUS CLEARNET
Investor Relations: Investor Relations:
John Wheeler Robert Mitchell
(780) 493-7310 (416) 279-3219
ir@telus.com investorrelations@clearnet.com
Media Inquiries: Media Inquiries:
Doug Strachan Mark Langton
(604) 432-2663 (416) 684-3454
doug.strachan@telus.com mlangton@clearnet.com
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: the
likelihood of completion of the acquisition of 100% of Clearnet; 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 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 and Clearnet disclaims 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 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.