Telus 2007 Annual Report Download - page 7

7
income trust. On October 31, 2006, the federal Minister of Finance announced a new
tax plan that would increase the taxation of income trusts. The Company re-evaluated
its proposal in light of the Minister’s announcement and, on November 24, 2006, the
Company announced that it would not proceed with the proposal as TELUS
management and the Board of Directors believed it was no longer in the best interests of
the Company and its shareholders to do so.
In April 2007, Canada’s largest telecommunications service provider, BCE Inc., entered
into a strategic review process. On June 21, 2007, TELUS announced that it had
entered into a mutual non-disclosure and standstill agreement and was pursuing non-
exclusive discussions to acquire BCE. On June 26, TELUS announced that
inadequacies in BCE's bid process did not make it possible for TELUS to submit an offer
to acquire BCE. On June 30, BCE announced that it had entered into a definitive
agreement to be acquired by a consortium led by Teachers Private Capital, the private
investment arm of the Ontario Teachers' Pension Plan, and the U.S.-based Providence
Equity Partners and Madison Dearborn Partners, LLC. In early August, TELUS
concluded its assessment of whether it should potentially make a competing offer for
BCE, and announced that it did not intend to submit a competing offer.
On November 29, 2007, TELUS and Emergis Inc. (“Emergis”) announced that they had
entered into a support agreement pursuant to which TELUS agreed to make an all-cash
offer to acquire by way of a take over bid all the outstanding common shares of Emergis
at $8.25 per share. The take over bid was supported by the board of Emergis and, as
part of the transaction, Emergis’ directors, officers, and certain shareholders entered into
lock-up agreements with TELUS pursuant to which they agreed to, among other things,
tender all of their Emergis shares, representing approximately 22 per cent of the
outstanding Emergis shares on a fully-diluted basis.
On January 17, 2008, 6886116 Canada Ltd., a wholly-owned subsidiary of TCI, had
purchased approximately 94 per cent of the issued and outstanding common shares of
Emergis on a fully diluted basis at a price of $8.25 cash per share. 6886116 Canada
Ltd. exercised its statutory rights under the Canada Business Corporations Act and
purchased the remaining common shares of Emergis by compulsory acquisition. The
approximate total purchase price of the Emergis common shares was $743 million. A
corporate reorganization of Emergis was completed immediately prior to the purchase.
The common shares of Emergis have been de-listed from the Toronto Stock Exchange
and Emergis is no longer a reporting issuer.
Emergis develops and manages solutions that automate transactions and the secure
exchange of information. Emergis has expertise in electronic health-related claims
processing, health records systems, pharmacy management solutions, point-of-sale
transaction processing, cash management and loan document processing and
registration. In Canada, Emergis delivers solutions to major insurance companies, top
financial institutions, government agencies, hospitals, large corporations, real estate
lawyers and notaries, and approximately 3,000 pharmacies.
DESCRIPTION OF THE BUSINESS AND GENERAL DEVELOPMENTS
TELUS is the largest incumbent telecommunications company in Western Canada and one
of the largest telecommunications companies in Canada. TELUS has two reportable
segments: wireline and wireless.