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Gold/Mining/Energy : T.TSE Telus Corp. -- Ignore unavailable to you. Want to Upgrade?

To: Crusader who wrote (33)	4/8/1998 10:39:00 PM
From: frankl	Respond to of 107

I believe their network extends between Montreal and Vancouver, with switching hubs (Nortel?) in every major center. On price, just guessing that such a network plus the subscriber base might be worth about $100 / share CDN. With approx 8.5 million (?) shares out that's still less than $1 billion. If Bell wanted to buy out Telus it would cost them 6 to 7 times that. Also, a piece today in the Financial Post speculating that Telus may also take a run at Fonorola if the AT&T deal craters. Regards, fp

To: Crusader who wrote (33)	4/15/1998 11:21:00 AM
From: frankl	Read Replies (1) \| Respond to of 107

Fonorola up $21 this morning on Call-Net Bid...let the games begin! - Call-Net To Make Offer To Acquire All Common & Class A - Shares Of Fonorola Inc. Call-Net Enterprises Inc. announced that it intends to make an offer to acquire all the outstanding common and class "A" shares of Fonorola Inc. The offer will provide Fonorola shareholders with the option of receiving either C$60 in cash or 2.4 Call-Net class B non-voting shares for each of their shares subject to proration in order that the aggregate consideration payable by Call-Net under the offer is 70 per cent cash (C$1.12 billion) and 30 per cent Call-Net shares (19.16 million). The offer will be subject to the usual conditions including a minimum tender of 66 2/3 per cent of the outstanding Fonorola shares on a fully diluted basis, the removal of Fonorola's shareholder rights plan and normal regulatory and stock exchange approvals. The offer represents a 44.3 per cent premium over the most recent 20-day weighted average trading price of Fonorola's common shares, and a 35.7 per cent premium to yesterday's closing price of Fonorola's common shares. The aggregate value of the transaction is approximately C$1.60 billion. The combination of Call-Net,which provides long distance, data and Internet services throughout Canada under the Sprint Canada brand name, and Fonorola, a leading Canadian facilities-based long distance and data services provider, will strengthen Call-Net as Canada's largest alternative telecommunications company. The combined company will operate a network with more than 9,100 miles (14,700 kilometers) of fiber serving more than 1.35 million customers throughout Canada, with connections into the United States and overseas. The transaction is expected to be accretive to Call-Net's cash flow per share starting in 1999, and provides synergies of more than C$600 million over the first five years. These synergies are anticipated to result from better utilization of the combined network, reduced capital expenditures, and other operational savings. "The unique fit between Call-Net and Fonorola will create significant value for shareholders, employees and customers," said Juri Koor, chairman, president and chief executive officer of Call-Net Enterprises Inc. "Together, the combined company will have access to the entire Canadian marketplace, links to the United States and an enhanced position to serve international and transit markets." Call-Net, through its subsidiary Sprint Canada, has been Canada's most successful alternative long distance company with a significant customer base in the residential, small-medium business and large business market segments. Fonorola has an extensive fiber-optic network and a strong presence in the large business and carrier market segments. "For Fonorola shareholders, this combination represents an outstanding opportunity. Fonorola shareholders will achieve not only a higher valuation today but also if they elect to receive Call-Net shares, may realize higher returns in the future through ownership in a combined company with enhanced growth prospects," added Mr. Koor. Call-Net management has substantial expertise in completing and consolidating acquisitions and has the know how to leverage growth opportunities, reduce costs, and achieve operating efficiencies. This combination will provide an immediate increase of more than 40 per cent to Call-Net revenues and will greatly reduce unit costs of the combined company, enabling Call-Net to increase traffic on owned fibre optic facilities and realize significant operating synergies. Call-Net has requested that Fonorola take the necessary steps to allow its shareholders to make an investment decision on the economic merits of the offer,which include providing Call-Net with a shareholder list. Similarly, Call-Net has asked Fonorola to refrain from taking any action, such as entering into any agreement or understanding, that could deprive Fonorola's shareholders of an opportunity to consider and respond to Call-Net's offer. The offer will be commenced as soon as possible following receipt of Fonorola's shareholder list. The Call-Net offer will expire 21 days from the date of mailing to Fonorola shareholders. Call-Net has engaged Morgan Stanley & Co. Incorporated and Scotia Capital Markets to serve as its financial advisors for the transaction. Call-Net Enterprises Inc. is a rapidly growing publicly-owned Canadian company that creates and enhances value by developing opportunities in the telecommunications industry. Call-Net owns 100 per cent of Sprint Canada Inc., and an 11 per cent interest in Microcell communications Inc. Sprint Canada is Canada's leading alternative telecommunications company, offering voice, data and on-line services nationwide. With headquarters in Toronto, Sprint Canada operates 18 offices and employs more than 2,000 Canadians across the country. This press release is n0ot an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Call-Net and that will contain detailed information about Call-Net and its management, as well as its financial statements. Call-Net intends to file a registration statement under the Multi-Jurisdictional Disclosure System between Canada and the United States in respect of the transaction. TEL: (416) 718-6444 Juri Koor, Call-Net Enterprises Inc. TEL: (416) 718-6455 Jim Hardy, Call-Net Enterprises Inc. TEL: (416) 693-2633 Eileen Tobey/Gillian MacMichael TEL: 1-888-693-2633 ETC Communications Inc.