Exhibit (a)(1)(vi)
OFFERS TO PURCHASE FOR CASH
all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting
Shares, Warrants 2005 and Warrants 2008 of
MICROCELL TELECOMMUNICATIONS INC.
on the basis of
Cdn.$29.00 per Class A Restricted Voting Share Cdn.$9.67 per Warrant 2005
Cdn.$29.00 per Class B Non-Voting Share Cdn.$8.89 per Warrant 2008
by
TELUS CORPORATION
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| THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 9 P.M. (TORONTO TIME) ON JUNE |
| 22, 2004 (THE "EXPIRY TIME"), UNLESS THE OFFERS ARE EXTENDED OR WITHDRAWN. |
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May 17, 2004
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by TELUS Corporation, a company governed by the laws
of British Columbia (the "Offeror"), in connection with the Offeror's offers
(collectively, the "Offers"), to purchase all of the issued and outstanding
class A restricted voting shares (the "Class A Shares"), class B non-voting
shares (the "Class B Shares" and, collectively with the Class A Shares,
together with the associated Rights, the "Shares," including Shares issuable
upon the exercise of outstanding options, warrants or other conversion or
exchange rights other than the Rights), Warrants 2005 (the "Warrants 2005") and
Warrants 2008 (the "Warrants 2008" and, collectively with the Warrants 2005,
the "Warrants," and together with the Shares, the "Securities"), of Microcell
Telecommunications Inc. at a purchase price of Cdn.$29.00 per Class A Share,
Cdn.$29.00 per Class B Share, Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per
Warrant 2008, in each case, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offers to Purchase and
Circular, dated May 17, 2004, and the related Letter of Acceptance and
Transmittal (which, together with any amendments or supplements thereto,
collectively, constitute the "Offering Materials") enclosed herewith. Please
furnish copies of the enclosed materials to those of your clients for whose
accounts you hold Securities in your name or in the name of your nominee.
Capitalized terms used but not defined in this letter have the meanings set
forth in the Offering Materials.
The Class A Offer is subject to certain conditions, including, without
limitation, there being validly deposited and not withdrawn, at the Expiry
Time, (1) such number of Class A Shares under the Class A Offer which
represents at least 66 2/3% of the Class A Shares outstanding; (2) such number
of Class B Shares under the Class B Offer which represents at least 66 2/3% of
the Class B Shares on a partially-diluted basis (as defined in the Offering
Materials); and (3) such number of Securities under the Offers which
represents at least 66 2/3% of the Securities on a fully-diluted basis (as
defined in the Offering Materials). Each of the Class B Offer and the Warrant
Offers are subject to the condition that, at the Expiry Time, Class A Shares
have previously been purchased pursuant to the Class A Offer or are then being
purchased pursuant to the Class A Offer. Each of the conditions of the Class A
Offer, Class B Offer, and Warrant Offers is set forth in Section 4 of the
Offers to Purchase, "Conditions of the Offers". Subject to applicable law, the
Offeror reserves the right to withdraw any or all of the Offers and not take
up and pay for any Securities deposited under such Offer(s) unless each of the
conditions to such Offer(s) is satisfied or waived by the Offeror prior to the
Expiry Time.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following materials:
1. Offers to Purchase and Circular, dated May 17, 2004;
2. Letter of Acceptance and Transmittal to be used by
Securityholders accepting the Offers and depositing the Shares
and Warrants (which for Shares is printed on blue paper and for
Warrants is printed on yellow paper), or a facsimile thereof may
be used;
3. Notice of Guaranteed Delivery to be used by Securityholders
accepting the Offers if Securities certificates are not
immediately available or if such certificates and all other
required documents cannot be delivered to the Depositary or if
the procedures for book-entry transfer cannot be completed on a
timely basis (which for Shares is printed on green paper and for
Warrants is printed on orange paper), or a facsimile thereof may
be used;
4. A printed form of letter that may be sent to your clients for
whose accounts you hold Securities registered in your name or in
the name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offers;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
In order to take advantage of the Offers, (i) a duly executed and properly
completed Letter of Acceptance and Transmittal and any required signature
guarantees, or an Agent's Message in connection with a book-entry delivery of
Securities, and any other required documents should be sent to the Depositary
and (ii) certificates representing the deposited Securities should be delivered
to the Depositary, or such Securities should be deposited by book-entry
delivery into the Depositary's account maintained at The Depository Trust
Company, no later than the Expiry Time all in accordance with the instructions
set forth in the Offering Materials.
If Securityholders wish to deposit Securities, but it is impracticable for
them to forward their certificates or other required documents to the
Depositary no later than the Expiry Time or to comply with the book-entry
transfer procedures on a timely basis, a deposit may be effected by following
the guaranteed delivery procedures specified in Section 3 of the Offers to
Purchase, "Manner of Acceptance - Procedure for Guaranteed Delivery".
The Offeror will not pay any fees or commissions to any broker or dealer
or other Person (other than the Dealer Managers, the Soliciting Dealers and the
Depositary) for soliciting deposits of Securities pursuant to the Offers. The
Offeror, however, upon request, will reimburse you for customary mailing and
handling costs incurred by you in forwarding the enclosed materials to your
customers.
The Offeror will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Securities pursuant to the Offers, except as
otherwise provided in the Letter of Acceptance and Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M. (TORONTO TIME)
ON JUNE 22, 2004, UNLESS THE OFFERS ARE EXTENDED OR WITHDRAWN.
Any inquiries you may have with respect to the Offers or requests for
additional copies of the enclosed materials may be directed to the Dealer
Managers or the Depositary at their respective offices shown on the last page
of the Offers to Purchase and Circular. Additional copies of the enclosed
materials will be provided without charge upon request.
Very truly yours,
RBC DOMINION SECURITIES INC. RBC CAPITAL MARKETS CORPORATION
Canadian Dealer Manager United States Dealer Manager
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED MATERIALS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE OFFEROR, THE DEALER MANAGERS, ANY MEMBER
OF THE SOLICITING DEALER GROUP, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE
FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY MATERIALS OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFERS OTHER THAN THE
MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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