Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of ___November___ 2007
(Commission File No. 000-24876)
TELUS Corporation
(Translation of registrant's name into English)
21st Floor, 3777 Kingsway
Burnaby, British Columbia V5H 3Z7
Canada
(Address of principal registered offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
X
Form 20-F _____ Form 40-F _____
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
X
Yes _____ No _____
This Form 6-K consists of the following:
______________________________________________________________________________
News Release
November 29, 2007
______________________________________________________________________________
TELUS acquisition of Emergis creates leading electronic health care solutions
provider
Emergis supports TELUS' $763 million cash acquisition offer
Vancouver, B.C. and Montreal, QC - TELUS (TSX: T, T.A; NYSE: TU) and Emergis
(TSX: EME) announced today that they have entered into a support agreement
pursuant to which TELUS has agreed to make an offer to acquire all the
outstanding common shares of Emergis for $8.25 cash per common share (the
"Offer") by way of a take-over bid. The Offer represents a premium of 17% to
Emergis' average closing price on the Toronto Stock Exchange over the past 30
days, 19% over yesterday's close and values Emergis' equity at approximately
$763 million on a fully diluted basis.
The Board of Directors of Emergis (other than Pierre Ducros, a director of both
TELUS and Emergis who was required to abstain for independence reasons) has
unanimously determined that the Offer is fair and is recommending that its
shareholders accept the Offer. Emergis' financial advisors have provided
opinions to the Board of Emergis that the consideration payable under the Offer
is fair from a financial point of view to its shareholders.
As part of the transaction, Emergis' directors, officers, and certain
shareholders - Crescendo Partners II L.P., and Libermont Inc., a company
controlled by Chairman Jean Monty - have entered into lock-up agreements with
TELUS pursuant to which they have agreed to, among other things, tender all of
their Emergis shares to the Offer. The locked-up shares represent approximately
22% of the outstanding Emergis shares on a fully-diluted basis.
TELUS has invested in strengthening its healthcare and financial services
capabilities in the last several years, building teams with deep industry
expertise and delivering innovative solutions. The strength of TELUS' national
sales and marketing capabilities will drive growth in Emergis' solutions,
particularly in light of the complementary nature of the parties' businesses
and customer bases.
Despite significant investments, the healthcare industry is in the midst of
challenges that are of historical proportions. "If we are going to answer the
escalating demand for healthcare excellence and affordability, Canada must
invest strategically in healthcare information management systems," said Darren
Entwistle, TELUS President and CEO. "At TELUS, our goal is to become the leader
in healthcare transformation in Canada."
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,
should accelerate growth in this sector.
Emergis has a strong presence in both health claims processing and pharmacy
management systems in Canada, with industry leading applications and services.
Emergis' electronic health record systems for the exchange, integration,
sharing, and retrieval of electronic health information, are considered
best-of-breed.
The healthcare system is strained by rising costs and ever greater demand due
to age-related chronic conditions, expensive new treatments, and higher
consumer expectations. Emergis' electronic health records and health
information systems, combined with TELUS' cross-Canada network and hosting
capabilities, provide a platform for healthcare transformation in Canada.
"The private sector has a vital role to play in helping Canadian healthcare
providers and payors continue to modernize," says Joe Natale, President of
TELUS Business Solutions. "TELUS and Emergis will provide an advanced set of
health information management systems to automate and integrate health records
and health claims. Together we intend to promote the development of the
electronic health record and create a stronger information backbone that helps
healthcare providers work together more effectively for the benefit of
patients, providers and payors. We welcome the addition of the key management
and deep talent of the Emergis team to the TELUS organization."
Emergis' services in the finance industry, which include mortgage processing,
point-of-sale transaction processing, and cash management offer customers the
economies of scale to meet increasing customer service expectations and cost
pressures. This enhances TELUS' focus and the customer experience for financial
services firms across Canada.
"Our team is very excited about joining the innovative TELUS team. Combining
our proven capabilities with TELUS' customer base, strong brand, and financial
resources positions the Emergis team to lead the development of solutions in
the electronic health claims, electronic health records, pharmacy management
systems, consulting, security and financial business process outsourcing in
Canada" said Francois Cote, CEO of Emergis. "This is a great opportunity for
our people and for the customers of both organizations."
"The board unanimously recommends that shareholders accept this offer. I am
proud of Emergis' strengths and I would like to thank the board members,
executives, and employees who have built this company," said Jean Monty,
Chairman of the Board of Emergis. "In the last three years, Emergis has
re-energized and refocused its business under the guidance of a substantially
new Board of Directors. With its experienced management team headed by Francois
Cote, the company is now well on its way to capture the leadership of important
elements of the Canadian health IT sector. Over the past three years our share
price has doubled and this transaction will place Emergis in the hands of a
shareholder dedicated to accelerating its growth and capitalizing fully on its
capabilities."
The Support Agreement provides for, among other things, a right to match any
superior offer, customary board support and non-solicitation covenants, and the
payment to TELUS of a non-completion fee of $15 million.
The Offer is not conditional on a due diligence condition. The Offer will be
open for acceptance for a period of not less than 35 days from mailing and is
conditional upon, among other things, valid acceptances of the Offer by Emergis
shareholders owning not less than 66 2/3% of the outstanding Emergis shares
(calculated on a fully-diluted basis). In addition, the Offer will be subject
to certain customary conditions, relevant regulatory approvals and the absence
of any material adverse effect with respect to Emergis. TELUS may waive the
conditions of the Offer in certain circumstances. If its Offer is successful,
TELUS has agreed to take steps available to it under relevant securities laws
to acquire any remaining outstanding Emergis shares. TELUS expects the
transaction to close in the first quarter of 2008. The Offer is not conditional
on financing. TELUS expects to fund the acquisition initially using
availability under its existing or new corporate credit facilities.
J.P. Morgan Securities Inc. is acting as financial advisor to TELUS, and Osler,
Hoskin & Harcourt LLP is acting as legal counsel to TELUS. Desjardins
Securities Inc. and Genuity Capital Markets are acting as financial advisors to
Emergis, and provided Emergis with fairness opinions. Stikeman Elliott LLP is
acting as legal counsel to Emergis.
Investor webcast and conference call
TELUS and Emergis will hold a joint investor webcast and conference call to
discuss the transaction today (November 29, 2007) at 11:00 a.m. EST. The
webcast can be accessed at www.telus.com/investors; the conference call dial in
number is 1-888-458-1598, code 65789#.
About Emergis
Emergis (TSX: EME) develops and manages solutions that automate transactions
and the secure exchange of information to increase the process efficiency and
quality of service of its customers. Emergis generated $170 million in revenues
in 2006 and currently employs approximately 1,100 people in offices across
Canada including: the Longueuil, Quebec headquarters and offices in
Mont-Saint-Hilaire, Ottawa, Toronto, and Calgary. Emergis has expertise in
electronic health-related claims processing, health records systems, pharmacy
management solutions, 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 3,100 pharmacies. Emergis'
shares are included in the S&P/TSX Composite Index.
About TELUS
TELUS (TSX: T, T.A; NYSE: TU) is a leading national telecommunications company
in Canada, with $9.0 billion of annual revenue and 11.0 million customer
connections including 5.4 million wireless subscribers, 4.4 million wireline
network access lines and 1.2 million Internet subscribers. TELUS provides a
wide range of communications products and services including data, Internet
protocol (IP), voice, entertainment and video. Committed to being Canada's
premier corporate citizen, we give where we live. Since 2000, TELUS and our
team members have contributed more than $91 million to charitable and
non-profit organizations and volunteered more than 1.7 million hours of service
to local communities. Eight TELUS Community Boards across Canada lead our local
philanthropic initiatives. For more information about TELUS, please visit
TELUS.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements about TELUS and Emergis
that are intended to be covered by the safe harbour for "forward-looking
statements" provided by the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact included in this news
release are forward-looking statements. Forward-looking statements may prove to
not be accurate and readers are cautioned to not place undue reliance on them.
Statements that address activities, events or developments that TELUS or
Emergis expects, believes or anticipates will or may occur in the future are
forward-looking statements. These statements include but are not limited to
those regarding: completion of the proposed transaction; strategic plans and
expectations; business and financial prospects; expected efficiencies and
economies of scale from the transaction; future financial or operating
performance and cash flows, including improved growth and returns; and
statements regarding strategies, objectives, goals and targets. There can be no
assurance that any transaction between TELUS and Emergis will occur, or will
occur on the timetable contemplated in this press release.
Such forward-looking statements are subject to inherent risks and
uncertainties, many of which are difficult to predict and are generally beyond
the control of TELUS and Emergis, that could cause actual results to differ
materially from the future results expressed in or implied or projected by the
forward-looking statements. These risks and uncertainties include but are not
limited to the risk factors disclosed and identified in TELUS' and Emergis'
public filings made with securities regulatory authorities in Canada (on SEDAR
at www.sedar.com) and the Securities and Exchange Commission in the United
States (on EDGAR at www.sec.gov), as applicable, and also include the following
risks, uncertainties and other possibilities: valid acceptance of the Offer by
holders of 66 2/3% of Emergis' outstanding common shares not being obtained,
approvals or clearances required to be obtained by TELUS and Emergis from
regulatory and other agencies and bodies will not be obtained in a timely
manner or at all; anticipated benefits, efficiencies and cost savings from the
business combination or related divestitures cannot be fully realized; costs or
difficulties related to the integration of Emergis' and TELUS' operations will
be greater than expected; and business and economic conditions in the principal
markets for the companies' products and other anticipated and unanticipated
costs and expenses and other risk factors relating to Emergis and TELUS.
The forward-looking statements included in this news release represent TELUS'
and Emergis' views as of the date hereof. While the companies anticipate that
subsequent events and developments may cause their views to change, they
specifically disclaim any obligation to update any forward-looking statements
contained in this news release or any other forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of either
of them. The forward-looking statements contained in this news release should
not be relied upon as representing their views as of any date other than the
date hereof.
LEGAL NOTICE
This news release is provided for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
securities of Emergis. No proxy solicitation regarding a business combination
involving Emergis or offer to purchase the outstanding common shares of Emergis
has been commenced. The solicitation and the offer to purchase Emergis shares
will only be made pursuant to an offer to purchase and related materials that
will be mailed to security holders of Emergis shortly. Those materials are
expected to be mailed to Emergis shareholders on or before December 11, 2007.
Investors and Emergis security holders are advised to read these materials
carefully when they become available and other offer documentation regarding
the transaction to be filed with securities regulatory authorities in Canada,
as they will contain important information, including the terms and conditions
of the offer. Emergis security holders may also obtain a free copy of the offer
to purchase (when available) and other related documents filed by TELUS and
Emergis at www.sedar.com. When available, the offer to purchase and other
related materials may also be obtained from TELUS, Attention: TELUS
Corporation, Investor Relations, 3-555 Robson Street, Vancouver, BC V6B 3K9,
Canada or Emergis, Investor Relations, 1000 rue de Serigny, Suite 600,
Longueuil, Quebec J4K 5B1.
For more information, please contact:
TELUS Media Relations Emergis Media and Investor Relations
Jim Johannsson John Gutpell
(780) 493-6197 (450) 928-6856
jim.johannsson@telus.com ir@emergis.com
Stacey Masson
(514) 977-8766
stacey.masson@telus.com
TELUS Investor Relations
Robert Mitchell
(416) 279-3219
ir@telus.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 29, 2007
TELUS Corporation
/s/ Audrey Ho
_____________________________
Name: Audrey Ho
Title: Vice President, Legal Services and
General Counsel and Corporate Secretary
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