Filed by TELUS Corporation
Pursuant to Rule 425
under the Securities Act
Subject Company:
Clearnet Communications Inc.
Telus Logo News Release
January 12, 2001
TELUS takes steps to complete its 100% acquisition of Clearnet
Burnaby, British Columbia - TELUS Corporation (TSE: T, T.A; NYSE: TU) and
Clearnet Communications Inc. (TSE: NET.A, NET.db) today announce that as part of
the final steps in the purchase of 100% of Clearnet, TELUS is commencing the
compulsory acquisition of the Clearnet 6.75% Convertible Debentures and is
amending the terms of the Class A Non-Voting Shares of Clearnet.
The terms of the Class A Non-Voting Shares of Clearnet were amended today to
provide that each share is redeemable at the option of Clearnet, at any time and
from time to time, at a price equal to 1.636 times the current market price of a
Non-Voting Share of TELUS, to a maximum of $70 per share. The "current market
price" will be calculated as the volume weighted average trading of TELUS
Non-Voting Shares on The Toronto Stock Exchange for the 5 consecutive days
trading preceding the date of redemption. The amendment to the Clearnet Share
terms reflects the ratios established in the previous offers to purchase the
Clearnet Shares by TELUS, and does not amend any outstanding offers to purchase
securities of Clearnet.
In addition, TELUS has begun the compulsory acquisition of all outstanding
Clearnet 6.75% Debentures that were not tendered to the original tender offer
which expired on January 9, 2001. Over 98% of all Clearnet 6.75% Convertible
Debentures outstanding were tendered to the initial "offer to purchase" which
thereby permits a compulsory acquisition of the remainder of outstanding
debentures under the Canada Business Corporations Act. Pursuant to the
compulsory acquisition, holders of 6.75% Convertible Debentures not tendered to
the offer to purchase will receive a TELUS 6.75% Convertible Unsecured
Subordinated Debenture due 2010, notwithstanding the amendment today of the
Clearnet Class A Non-Voting Shares.
The offer to purchase all outstanding Clearnet Warrants in exchange for TELUS
Warrants made on December 15, 2000 remains open for acceptance until 5:00 p.m.
(local time at the place of deposit) on Wednesday, January 17, 2001. Holders of
Clearnet Warrants who tender their warrants to this offer to purchase will
receive for each Clearnet Warrant tendered, 1.636 TELUS Warrant entitling them
to obtain one TELUS Non-Voting Share per TELUS Warrant upon exercise, at a price
of U.S. $10 per share until September 15, 2005. The amendment today of the
Clearnet Class A Non-Voting Shares does not amend any of the terms of the offer
to purchase made by TELUS for the Clearnet Warrants. In order for holders of
Clearnet Warrants to acquire a right to an equity interest in equity in TELUS,
they must tender their Clearnet Warrants to the offer.
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
ir@telus.com investorrelations@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. 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
complete the offer to purchase the Clearnet Warrants, or the compulsory
acquisition of the Clearnet 6.75% Convertible Debentures. 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.