TELUS acquisition of Emergis creates leading electronic health care solutions provider

    Emergis supports TELUS' $763 million cash acquisition offer

    VANCOUVER and MONTREAL, Nov. 29 /CNW/ - 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 François Côté, 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
François Côté, 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; the conference call dial
in number is 1-888-458-1598, code 65789 followed by the number sign.

    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, Québec 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


    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 and the Securities and Exchange Commission in the United
States (on EDGAR at, 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.


    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 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 further information:

For further information: TELUS Media Relations: Jim Johannsson, (780)
493-6197,; Stacey Masson, (514) 977-8766,; TELUS Investor Relations: Robert Mitchell, (416)
279-3219,; Emergis Media and Investor Relations: John Gutpell,
(450) 928-6856,

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