-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AC9ATpHEfjre9xYJX9vAVKxva1K17j7kkhvIVseTZBJE5wsKgAaeldmGAocUCWkb oZAJylrzwUfO22jswvnODQ== 0000950172-04-002197.txt : 20040921 0000950172-04-002197.hdr.sgml : 20040921 20040920184536 ACCESSION NUMBER: 0000950172-04-002197 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELUS CORP CENTRAL INDEX KEY: 0000868675 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 980361292 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3777 KINGSWAY CITY: BURNABY STATE: D1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROCELL TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0001018350 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58635 FILM NUMBER: 041038231 BUSINESS ADDRESS: STREET 1: 800 DE LA GAUCHETIERE STREET WEST STREET 2: SUITE 4000 CITY: MONTREAL STATE: A8 ZIP: H5A 1K3 BUSINESS PHONE: 5149372121 MAIL ADDRESS: STREET 1: 800 DE LA GAUCHETIERE STREET WEST STREET 2: SUITE 4000 CITY: MONTREAL STATE: A8 ZIP: H5A 1K3 SC TO-T/A 1 nyc502871.txt SC TO-T - AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MICROCELL TELECOMMUNICATIONS INC. (Name of Subject Company (Issuer)) TELUS CORPORATION (Name of Filing Person (Offeror)) CLASS A RESTRICTED VOTING SHARES, CLASS B NON-VOTING SHARES, WARRANTS 2005 and WARRANTS 2008 (Titles of Classes of Securities) 59501T882, 59501T874, 59501T163 and 59501T171 (CUSIP Numbers of Classes of Securities) Audrey T. Ho Vice President, Legal Services and General Counsel TELUS Corporation 8-555 Robson Street Vancouver, British Columbia V6B 3K9, Canada (604) 697-8044 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) CT Corporation System 111 Eighth Avenue, 13th Floor New York, New York 10011 (212) 590-9200 (Name, address and telephone number of agent for service in the United States) Copies to: Christopher W. Morgan, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 222 Bay Street, Suite 1750 Toronto, Ontario M5K 1J5, Canada (416) 777-4700 Calculation of Filing Fee =============================================================================== Transaction Valuation* Amount of Filing Fee** U.S.$798,065,574 U.S.$101,115 =============================================================================== * Estimated for purposes of calculating the amount of the filing fee only. The Transaction Valuation is the sum of (1) the product of 235,961 class A restricted voting shares ("Class A Shares"), of Microcell Telecommunications Inc. ("Microcell"), and consideration of Cdn.$29.00 per Class A Share in cash plus (2) the product of 34,827,210 (which includes 5,747,857 outstanding stock options and warrants for) class B non-voting shares ("Class B Shares"), of Microcell and the tender offer consideration of Cdn.$29.00 per Class B Share in cash plus (3) the product of 3,998,302 Warrants 2005 ("Warrants 2005"), of Microcell and the tender offer consideration of Cdn.$9.67 per Warrant 2005 in cash plus (4) the product of 6,663,943 Warrants 2008 ("Warrants 2008"), of Microcell and the tender offer consideration of Cdn.$8.89 per Warrant 2008 in cash, converted to U.S. dollars at the May 13, 2004, noon spot exchange rate as reported by the Bank of Canada (Cdn.$1.3968 = U.S.$1.00). The maximum number of Microcell securities to be acquired in the tender offers is based on Microcell's outstanding share capital as at May 3, 2004 as set forth in a press release issued by Microcell, dated May 5, 2004, which was attached to a Form 6-K filed by Microcell with the United States Securities and Exchange Commission on May 5, 2004. ** The amount of the filing fee calculated in accordance with Rule 0-11 of the United States Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for Fiscal Year 2004 issued by the United States Securities and Exchange Commission on January 26, 2004, equals the product of 0.0001267 and the Transaction Valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: U.S.$101,115 Filing Party: TELUS Corporation Form or Registration No.: Schedule TO-T Date Filed: May 17, 2004 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject [_] issuer tender offer subject to Rule 14d-1. to Rule 13e-4. [_] going-private transaction [_] amendment to Schedule 13D subject to Rule 13e-3. under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] This Amendment No. 7 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, this "Schedule TO") originally filed with the United States Securities and Exchange Commission on May 17, 2004, as amended, by TELUS Corporation, a company governed by the laws of British Columbia (the "Offeror"), relating to the offers by the Offeror to purchase all of the issued and outstanding class A restricted voting shares ("Class A Shares"), class B non-voting shares ("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 ("Warrants 2005"), and Warrants 2008 ("Warrants 2008"), 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.$8.89 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offers to Purchase and Circular, dated May 17, 2004 (the "Offers to Purchase"), and the related Letters of Acceptance and Transmittal, which, together with any amendments or supplements thereto, collectively, constitute the "Offering Materials." The information set forth in the Offering Materials is hereby incorporated by reference with respect to Items 1 through 9 and 11 of this Schedule TO. Except where otherwise indicated in this Schedule TO, all references to "dollars" or "$" are to Canadian dollars. Capitalized terms used but not defined in this Schedule TO shall have the meanings ascribed thereto in the Offering Materials. Item 4. Terms of the Transaction. On September 20, 2004, the Offeror provided written notice to the Depositary that it was extending the Offers by extending the Expiry Time for the Offers from 9 p.m., Toronto time, on September 20, 2004 to 9 p.m., Toronto time, on October 12, 2004. Also, on September 20, 2004, the Offeror disclosed in a press release that it was extending the Offers until such date and time and that as of the close of business on September 20, 2004, 837 Class A Shares, 172,311 Class B Shares, 91,166 Warrants 2005 and 91,398 Warrants 2008 had been deposited to the Offers and not withdrawn from the Offers. The press release issued by, and the Notice of Extension dated September 20, 2004 to be disseminated by the Depositary to Securityholders on behalf of, the Offeror disclosing the extension of the Offers are attached hereto as Exhibit (a)(5)(viii) and Exhibit (a)(1)(xii), respectively, and are hereby incorporated by reference. Item 12. Exhibits. (a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.* (a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.* (a)(1)(iii) Letter of Acceptance and Transmittal for the Warrants.* (a)(1)(iv) Notice of Guaranteed Delivery for the Shares.* (a)(1)(v) Notice of Guaranteed Delivery for the Warrants.* (a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(vii) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(ix) Notice of Extension and Variation dated June 22, 2004.* (a)(1)(x) Notice of Extension dated July 22, 2004.* (a)(1)(xi) Notice of Extension dated August 20, 2004.* (a)(1)(xii) Notice of Extension dated September 20, 2004. (a)(5)(i) Press Release issued by TELUS Corporation on May 13, 2004.* (a)(5)(ii) E-mail message from the President and Chief Executive Officer of TELUS Corporation sent to employees of TELUS Corporation on May 13, 2004.* (a)(5)(iii) Summary Advertisement published on May 17, 2004.* (a)(5)(iv) Press Release issued by TELUS Corporation on June 22, 2004.* (a)(5)(v) Press Release issued by TELUS Corporation on July 22, 2004.* (a)(5)(vi) Press Release issued by TELUS Corporation on August 20, 2004.* (a)(5)(vii) Press Release issued by TELUS Corporation on August 30, 2004.* (a)(5)(viii) Press Release issued by TELUS Corporation on September 20, 2004. (b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by and among TELUS Corporation and TELUS Communications Inc., as Borrowers, the Toronto-Dominion Bank, as Administration Agent, those institutions whose names are set forth on the execution pages thereof under the heading "Lenders", as Lenders, TD Securities and RBC Capital Markets, as Co-Lead Arrangers, TD Securities, as Bookrunner, Royal Bank of Canada, as Syndication Agent, Bank of Montreal, The Bank of Nova Scotia and Canadian Imperial Bank of Commerce, as Co-Documentation Agents (incorporated by reference to the Form 6-K filed with the United States Securities and Exchange Commission by TELUS Corporation on May 17, 2004).* (c) Not applicable. (d)(1) Confidentiality Agreement, dated June 22, 2004, by and between TELUS Corporation and Microcell Telecommunications Inc.* (e) Not applicable. (f) Not applicable. (g)(1) Soliciting Dealer Information Memorandum, dated May 2004.* (h) Not applicable. ------------------ * Previously filed. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TELUS CORPORATION By: /s/ Audrey T. Ho -------------------------- Name: Audrey T. Ho Title: Vice President, Legal Services and General Counsel Dated: September 20, 2004 EXHIBIT INDEX Exhibit No. Exhibit Name ---------- ------------ (a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.* (a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.* (a)(1)(iii) Letter of Acceptance and Transmittal for the Warrants.* (a)(1)(iv) Notice of Guaranteed Delivery for the Shares.* (a)(1)(v) Notice of Guaranteed Delivery for the Warrants.* (a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(vii) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(ix) Notice of Extension and Variation dated June 22, 2004.* (a)(1)(x) Notice of Extension dated July 22, 2004.* (a)(1)(xi) Notice of Extension dated August 20, 2004.* (a)(1)(xii) Notice of Extension dated September 20, 2004. (a)(5)(i) Press Release issued by TELUS Corporation on May 13, 2004.* (a)(5)(ii) E-mail message from the President and Chief Executive Officer of TELUS Corporation sent to employees of TELUS Corporation on May 13, 2004.* (a)(5)(iii) Summary Advertisement published on May 17, 2004.* (a)(5)(iv) Press Release issued by TELUS Corporation on June 22, 2004.* (a)(5)(v) Press Release issued by TELUS Corporation on July 22, 2004.* (a)(5)(vi) Press Release issued by TELUS Corporation on August 20, 2004.* (a)(5)(vii) Press Release issued by TELUS Corporation on August 30, 2004.* (a)(5)(viii) Press Release issued by TELUS Corporation on September 20, 2004. (b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by and among TELUS Corporation and TELUS Communications Inc., as Borrowers, the Toronto-Dominion Bank, as Administration Agent, those institutions whose names are set forth on the execution pages thereof under the heading "Lenders", as Lenders, TD Securities and RBC Capital Markets, as Co-Lead Arrangers, TD Securities, as Bookrunner, Royal Bank of Canada, as Syndication Agent, Bank of Montreal, The Bank of Nova Scotia and Canadian Imperial Bank of Commerce, as Co-Documentation Agents (incorporated by reference to the Form 6-K filed with the United States Securities and Exchange Commission by TELUS Corporation on May 17, 2004).* (c) Not applicable. (d)(1) Confidentiality Agreement, dated June 22, 2004, by and between TELUS Corporation and Microcell Telecommunications Inc.* (e) Not applicable. (f) Not applicable. (g)(1) Soliciting Dealer Information Memorandum, dated May 2004.* (h) Not applicable. ------------------ * Previously filed. EX-99 2 nyc503002.txt EXHIBIT (A)(1)(XII) - NOTICE OF EXTENSION Exhibit (a)(1)(xii) This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your dealer, broker, bank manager, lawyer or other professional advisor. NOTICE OF EXTENSION by TELUS CORPORATION of its 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 On September 20, 2004, TELUS Corporation ("TELUS" or the "Offeror") extended its Offers by notice delivered to Computershare Trust Company of Canada (the "Depositary"). The Offers, as extended, will be open for acceptance until 9 p.m., Toronto time, on October 12, 2004, unless further extended or withdrawn. Securityholders who have validly deposited and not withdrawn their Securities need take no further action to accept the Offers. Securityholders who wish to accept the Offers must properly complete and duly execute the Letter of Acceptance and Transmittal (which for Shares was printed on blue paper and for Warrants was printed on yellow paper) that accompanied the Offers to Purchase and Circular dated May 17, 2004, or a facsimile thereof, and deposit it, together with certificates representing their Shares or Warrants, as the case may be, in accordance with the instructions in the applicable Letter of Acceptance and Transmittal. Alternatively, Securityholders may follow the procedures for (1) book-entry transfer of Securities described in Section 3 of the Offers to Purchase, "Manner of Acceptance - Book Entry Transfer" or (2) guaranteed delivery described in Section 3 of the Offers to Purchase, "Manner of Acceptance - Procedure for Guaranteed Delivery", using the Notice of Guaranteed Delivery (which for Shares was printed on green paper and for Warrants was printed on orange paper) that accompanied the Offers to Purchase and Circular dated May 17, 2004, or a facsimile thereof. Persons whose Securities are registered in the name of a broker, dealer, bank, trust company or other nominee should contact such registered holder for assistance if they wish to accept the Offers. Questions and requests for assistance may be directed to RBC Dominion Securities Inc. in Canada, to RBC Capital Markets Corporation in the United States (the "Dealer Managers") or to the Depositary. Additional copies of this Notice of Extension, the Offers to Purchase and Circular dated May 17, 2004, the Notice of Extension and Variation dated June 22, 2004, the Notice of Extension dated July 22, 2004, the Notice of Extension dated August 20, 2004, the Letters of Acceptance and Transmittal and the Notices of Guaranteed Delivery may be obtained without charge on request from the Dealer Managers or the Depositary at their respective offices shown on the last page of this Notice of Extension. No person has been authorized to give any information or make any representation other than those contained in this Notice of Extension, the Offers to Purchase and Circular dated May 17, 2004, the Notice of Extension and Variation dated June 22, 2004, the Notice of Extension dated July 22, 2004, the Notice of Extension dated August 20, 2004, the accompanying Letters of Acceptance and Transmittal and the Schedule TO filed with the SEC, as amended, and if given or made, that information or representation must not be relied upon as having been authorized by the Offeror. The Offers have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offers or upon the adequacy of the information contained in this Notice of Extension. Any representation to the contrary is unlawful. This Notice of Extension does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offers are not being made to, nor will deposits be accepted from or on behalf of, Securityholders in any jurisdiction in which the making or acceptance of the Offers would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in its or their sole discretion, take such action as it or they may deem necessary to extend the Offers to Securityholders in any such jurisdiction. _________________________________________ The Dealer Manager for the Offers is: RBC Capital Markets In Canada: In the United States: RBC Dominion Securities Inc. RBC Capital Markets Corporation September 20, 2004 ______________________________ NOTICE TO SECURITYHOLDERS IN THE UNITED STATES The enforcement by Securityholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Offeror is governed by the laws of British Columbia, that the majority of its officers and directors reside outside the United States, that some of the Dealer Managers or experts named in the Circular reside outside the United States and that all or a substantial portion of the assets of the Offeror and said persons may be located outside the United States. Securityholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment. Securityholders of Microcell should be aware that the purchase by the Offeror of the Securities held by them as described herein may have tax consequences both in the United States and Canada. The material tax consequences for Securityholders who are resident in, or citizens of, the United States or Canada are described in Section 16 of the Circular, "Material Canadian Federal Income Tax Considerations" and Section 17 of the Circular, "Material United States Federal Income Tax Considerations", respectively. EXCHANGE RATE INFORMATION TELUS publishes its consolidated financial statements in Canadian dollars. In this Notice of Extension, except where otherwise indicated, all references to "dollars" or "$" are to Canadian dollars. The Bank of Canada noon spot exchange rate on September 20, 2004 was Cdn.$1.2941 = U.S.$1.00. If applicable to a Securityholder's situation, the Securityholder should obtain a current quote of the exchange rate before deciding whether to deposit his, her or its Securities. NOTICE OF EXTENSION September 20, 2004 TO: THE HOLDERS OF SHARES AND WARRANTS OF MICROCELL By notice to the Depositary and as set forth in this notice of extension (this "Notice of Extension"), TELUS has extended its Offers dated May 17, 2004 as amended by notice of extension and variation dated June 22, 2004 (the "Notice of Variation") pursuant to which it is offering 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 and Warrants 2008 (collectively, the "Warrants", and together with the Shares, the "Securities") of Microcell Telecommunications Inc. ("Microcell" or the "Company"), upon the terms and subject to the conditions set forth in the Offers to Purchase and Circular dated May 17, 2004, the Notice of Variation and this Notice of Extension. Except as otherwise set forth in this Notice of Extension, the terms and conditions previously set forth in the Offers to Purchase and Circular dated May 17, 2004, the accompanying Letters of Acceptance and Transmittal, the Notice of Variation and the Schedule TO filed with the SEC, as amended (the "Original Offers") continue to be applicable in all respects and this Notice of Extension should be read in conjunction with the Original Offers. Unless the context requires otherwise, terms not defined herein have the meanings set forth in the Original Offers. The term "Offers" means the Original Offers as amended by this Notice of Extension. All holders of Shares who deposit their Shares to the Offers will receive the price of Cdn.$29.00 in cash for each Share taken up under the Offers. All holders of Warrants 2005 and Warrants 2008 who deposit their Warrants to the Offers will receive the price of Cdn.$9.67 in cash per Warrant 2005 and Cdn.$8.89 in cash per Warrant 2008 for Warrants taken up under the Offers. 1. Extension of the Offers The Offeror has extended the Offers by extending the Expiry Time for the Offers from 9 p.m., Toronto time, on September 20, 2004 to 9 p.m., Toronto time, on October 12, 2004, unless the Offeror further extends the period during which the Offers are open for acceptance pursuant to Section 5 of the Offers to Purchase, "Extension and Variation of the Offers". Accordingly, the definition of "Expiry Time" in the Original Offers is amended to read in full as follows: ""Expiry Time" means, with respect to an Offer, 9 p.m., Toronto time, on October 12, 2004, or such later time and date, with respect to an Offer, as may be fixed by the Offeror from time to time pursuant to Section 5 of the Offers to Purchase, "Extension and Variation of the Offers";" 2. Recent Developments Rogers Wireless Announces Offer to Purchase Microcell's Securities Rogers Wireless Communications Inc. ("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell jointly announced on September 20, 2004 that Rogers Wireless and Microcell had entered into an agreement under which Rogers Wireless will make an all cash bid for Microcell's securities. Rogers Wireless has agreed to offer to purchase each Share for Cdn.$35, each Warrant 2005 for Cdn.$15.79 and each Warrant 2008 for Cdn.$15.01. The board of directors of Microcell has agreed to recommend to its shareholders to support the Rogers Wireless offer. The Rogers Wireless offer is subject to receipt of certain regulatory approvals and other customary conditions, including a requirement that two-thirds of the shares must be tendered. Under certain circumstances, a fee of Cdn.$45 million is payable by Microcell to Rogers Wireless, including if a superior proposal is recommended by the board of directors of Microcell. The foregoing information set forth in this paragraph is based solely on public disclosure by Microcell, Rogers Wireless and RCI. Elimination of Spectrum Cap by Industry Canada On August 30, 2004, the Offeror issued a press release commenting on Industry Canada's decision to eliminate the previously existing 55MHz spectrum cap for Canadian wireless operators. The press release stated that this decision removed one of the principal approvals required for the Offeror to consummate the Offers. In the press release, Robert McFarlane, Executive Vice-President and Chief Financial Officer of TELUS, commented that "TELUS is fully supportive of Industry Canada's decision which essentially reflected the recommendations we submitted earlier in the year. We are pleased with the decision, in light of the fact that a waiver will no longer be required from Industry Canada to operate Microcell's GSM network. A decision of this nature was largely anticipated and was factored into our valuation analysis in regard to our bid for Microcell, as well as our decision to extend the bid at the same price." 3. Withdrawal of Deposited Securities Securityholders have the right to withdraw Securities deposited pursuant to the Offers under the circumstances and in the manner described in Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities". Under the terms of the Offers, Securities deposited pursuant to the Offers may be withdrawn by or on behalf of the depositing Securityholders: (i) at any time prior to the Expiry Time; (ii) if the Shares or Warrants have not been paid for by the Offeror within three business days after having been taking up; or (iii) as required by the Exchange Act, at any time after July 15, 2004, provided that the Shares or Warrants have not been accepted for payment by the Offeror prior to the receipt by the Depositary of the notice of withdrawal in respect of such Shares or Warrants. See Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities". 4. Take Up of and Payment for Deposited Securities Upon the terms and subject to the conditions of the Offers (including, if the Offers are further extended or varied, the terms and conditions of any such extension or variation), the Offeror will take up Securities validly deposited under the Offers, and not withdrawn prior to the Expiry Time pursuant to Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities", promptly following the Expiry Time and, after such take up, will promptly pay for the Securities taken up pursuant to applicable law. See Section 7 of the Offers to Purchase, "Take Up and Payment for Deposited Securities". 5. Amendments to the Original Offers The Original Offers shall be read as amended in order to give effect to the specified amendment set forth in this Notice of Extension. 6. Directors' Approval The contents of this Notice of Extension have been approved, and the sending thereof to the Securityholders has been authorized by the Board of Directors of the Offeror. 7. Offerees' Statutory Rights Securities legislation in certain of the provinces of Canada provides securityholders of the Company with, in addition to any other rights they may have at law, rights of rescission or damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such securityholders. However, such rights must be exercised within prescribed time limits. Securityholders should refer to the applicable provisions of the securities legislation of their province for the particulars of those rights or consult with a lawyer. CERTIFICATE DATED: September 20, 2004 The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or the market price of the Securities which are the subject of the Offers. (Signed) DARREN ENTWISTLE (Signed) ROBERT G. MCFARLANE President and Chief Executive Officer Executive Vice-President and Chief Financial Officer On behalf of the Board of Directors of TELUS (Signed) BRIAN A. CANFIELD (Signed) BRIAN F. MACNEILL Director Director The Depositary for the Offers is: COMPUTERSHARE TRUST COMPANY OF CANADA By Mail By Registered Mail, Hand or by Courier P.O. Box 7021 100 University Avenue 31 Adelaide St. E. 9th Floor Toronto ON M5C 3H2 Toronto, ON M5J 2Y1 Attention: Corporate Actions Attention: Corporate Actions Toll Free: 1-866-982-8786 E-Mail: service@computershare.com Montreal Vancouver Calgary 650 de Maisonneuve Blvd West 510 Burrard Street Western Gas Tower Suite 700 2nd Floor Suite 600, Montreal, QC Vancouver, BC 530 8th Avenue S.W. H3A 3T2 V6C 3B9 Calgary, AB T2P 3S8 The Dealer Manager for the Offers is: RBC CAPITAL MARKETS In Canada: In the United States: RBC Dominion Securities Inc. RBC Capital Markets Corporation P.O. Box 50, Two Embarcadero Center Royal Bank Plaza Suite 1200 Toronto, Ontario San Francisco, California 94111 M5J 2W7 U.S.A. Canada Telephone: (416) 842-7519 Telephone: (415) 633-8513 Toll Free: 1-888-720-1216 Toll Free: 1-888-720-1216 Any questions and requests for assistance may be directed by Securityholders to the Dealer Managers or the Depositary at their respective telephone numbers and locations set out above. EX-99 3 telus_a.txt EXHIBIT (A)(5)(VIII) - NEWS RELEASE Exhibit (a)(5)(viii) [GRAPHIC OMITTED] News Release September 20, 2004 TELUS extends offers for Microcell Vancouver, B.C. - Rogers Wireless Communications Inc. ("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell Telecommunications Inc. ("Microcell") jointly announced earlier today that Rogers Wireless and Microcell had entered into an agreement under which Rogers Wireless will make an all cash take-over bid for Microcell's securities. In light of this development, TELUS Corporation (TSX: T, T.A; NYSE: TU) today announced that it had extended its all-cash offers to purchase all of the issued and outstanding publicly traded shares (TSX: MT.A, MT.B) and warrants (TSX: MT.WT.A, MT.WT.B) of Microcell with a view to evaluating the terms and conditions of the Rogers bid and the likelihood of that bid being completed. TELUS will continue to assess its options with respect to any further extensions and amendments to its bid once the Rogers bid is available. The TELUS offers, as extended, will be open for acceptance until 9 p.m., Toronto time, on October 12, 2004, unless further extended or withdrawn. The TELUS offers were previously scheduled to expire at 9 p.m., Toronto time, on September 20, 2004. The TELUS offers are otherwise unchanged, and continue to be for Cdn.$29 per Class A restricted voting share and Class B non-voting share, Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per Warrant 2008. A Notice of Extension will be mailed to the security holders of Microcell as soon as is practicable. As of the close of business on September 20, 2004, 837 class A restricted voting shares, 172,311 class B non-voting shares, 91,166 Warrants 2005 and 91,398 Warrants 2008 of Microcell had been deposited to the offers and not withdrawn from the offers. About the Offers TELUS has retained RBC Capital Markets to act as its financial advisor in connection with the offers. RBC Dominion Securities Inc. and RBC Capital Markets Corporation are acting in Canada and the United States, respectively, as dealer managers in connection with the offers. Questions and requests for assistance may be directed to RBC Dominion Securities Inc. in Canada (416-842-7519 or toll free at 1-888-720-1216), to RBC Capital Markets Corporation in the United States (415-633-8513 or toll free at 1-888-720-1216) or to the Depositary for the Offers, Computershare Trust Company of Canada (toll free at 1-866-982-8786). Additional copies of the Offers to Purchase and Circular dated May 17, 2004, the accompanying Letters of Acceptance and Transmittal and Notices of Guaranteed Delivery, the Notice of Extension and Variation dated June 22, 2004, the Notice of Extension dated July 22, 2004, the Notice of Extension dated August 20, 2004, and the Notice of Extension dated September 20, 2004, may be obtained without charge on request from the Dealer Managers or the Depositary. About TELUS TELUS is Canada's second largest telecommunications company with more than Cdn$7 billion of annual revenue, more than 4.8 million network access lines and more than 3.6 million wireless subscribers. The company provides subscribers across Canada with a full range of telecommunications products and services utilizing next-generation Internet-based technologies, including data and voice services through TELUS Communications Inc. and wireless services through TELUS Mobility. This press release may contain forward-looking statements. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These risk factors relative to this bid, include, among others: realization of tax and other synergies, including reduced network expenses and subscriber churn rates, success in migrating subscribers and integrating certain systems and processes, and achieving long-term leverage targets, as well as other risk factors listed from time to time in TELUS' reports, comprehensive public disclosure documents including the Annual Information Form, and in other filings with securities commissions in Canada (on SEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov). THIS PRESS RELEASE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES AND WARRANTS OF MICROCELL. THE SOLICITATION AND THE OFFERS TO PURCHASE MICROCELL SHARES AND WARRANTS ARE ONLY BEING MADE PURSUANT TO THE OFFERS TO PURCHASE AND CIRCULAR DATED MAY 17, 2004, AS EXTENDED AND VARIED, AND RELATED OFFER MATERIALS THAT TELUS HAS FILED WITH CANADIAN SECURITIES REGULATORY AUTHORITIES AND THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ SUCH DOCUMENTS CAREFULLY BECAUSE THEY INCLUDE IMPORTANT INFORMATION INCLUDING THE TERMS AND CONDITIONS OF THE OFFERS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF ANY DOCUMENTS FILED BY TELUS WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM TELUS INVESTOR RELATIONS. -30- Investor Relations contacts Media contacts John Wheeler Nick Culo 780-493-7310 780-493-7236 john.wheeler@telus.com nick.culo@telus.com Mark Langton 416-684-3454 mark.langton@telus.com -----END PRIVACY-ENHANCED MESSAGE-----