Telus Corporation Acquires Emergis Inc.

On January 17, 2008, 6886116 Canada Ltd., an indirect wholly-owned subsidiary of TELUS Corporation, completed the acquisition of Emergis Inc. in a transaction valued at approximately $763 million. The acquisition was implemented by way of a takeover bid for all of the issued and outstanding common shares of Emergis (including common shares issuable upon the exercise or surrender of any options), at a price of $8.25 per common share. As part of the transaction, Emergis' directors, officers, and certain shareholders, including Crescendo Partners II L.P. Series M, and Libermont Inc., a company controlled by Chairman Jean C. Monty, entered into lock-up agreements with TELUS pursuant to which they agreed to, among other things, tender all of their Emergis shares to the TELUS offer. Emergis' complementary expertise, applications and customer base will strengthen TELUS' existing industry solutions. These assets, combined with TELUS' world-class network, extensive IT infrastructure management capabilities, and credibility with business customers across the country, will accelerate growth in this sector.

TELUS' legal team was led in-house by Associate General Counsel Brad Cowburn and Senior Counsel Dennis Wong. TELUS was also represented by Osler, Hoskin & Harcourt LLP with a team that included Robert M. Yalden, Pierre Magnan, Rummy Basra and Max Thelonious Rogan (corporate securities), Michelle Lally and Paul Winton (competition), Jim Hassell and Tara Meyer (employment) and Bennett Jones LLP with a team comprised of Stephen W. Bowman, Thomas Bauer, D. Bernard Morris, Steven D'Arcy, Danny Lang and Peter Jovicic (tax), Neil Stevenson, Stephen D. Burns and Kahlan Mills (corporate).

Emergis' in-house legal team was represented by Executive Vice President Monique Mercier and Vice President and General Counsel John Sypnowich, as well as a team from Stikeman Elliott LLP that included Sidney Horn, Steeve Robitaille, Sophie Lamonde, Hadrien Montagne and Stéphanie Raymond-Bougie (corporate securities), Jeff Brown and Mark Pindera (competition), Justine Whitehead, Benoît Huart and Marisia Campbell (intellectual property) Hélène Bussières and Guy-François Lamy (employment), Luc Bernier and Christian Meighen (tax). The special committee of the board of directors of Emergis was represented by Robert Paré, William K. Orr and Jean Michel Lapierre of Fasken Martineau DuMoulin LLP.


Salvatore (Sal) Guerrera Robert M. Yalden Pierre Magnan Christian Meighen Luc Bernier Max T. Rogan Jeffrey Brown Rummy K. Basra Steeve Robitaille Jean Michel Lapierre Stephen D. Burns Brad H. Cowburn Thomas A. Bauer Sidney M. Horn Sophie Lamonde William K. Orr Kahlan K. Mills Stéphanie Raymond-Bougie Daniel Lang Dennis K. Wong Guy-François Lamy Paul Winton Monique Mercier James R. Hassell John Sypnowich Benoît Huart Michelle Lally Hadrien Montagne Neil H. Stevenson Stephen W. Bowman Tara Meyer Hélène Bussières