B.C. Supreme Court agrees with TELUS and orders joint meeting to consider
TELUS' share exchange proposal and Mason Capital's related resolutions
Voter participation expected to be high
VANCOUVER, Oct. 15, 2012 /CNW/ - At TELUS' suggestion, the Supreme Court of
B.C. ordered a joint shareholder meeting on October 17 to consider TELUS'
share exchange proposal and Mason Capital's related resolutions, giving
shareholders the most convenient way to move forward with voting on
resolutions from both TELUS and the New York hedge fund, whose net economic
ownership position in TELUS is a mere 0.02 per cent.The B.C. Supreme Court's
decision was provided orally by Master Muir with written reasons to follow.
The court found it appropriate to have TELUS and Mason Capital's resolutions
voted on at the October 17 meeting and to allow proxies received by TELUS from
common shareholders voting in favour of the company's proposal to be voted by
TELUS management in respect of the Mason Capital common share resolutions. As
a result, a proxy granting authority to management to vote in favour of TELUS'
proposal to exchange non-voting shares for common shares on a one-for-one
basis can be voted against Mason Capital's resolutions to change TELUS'
articles to enshrine a minimum ratio for any future exchange of TELUS
non-voting shares for common shares. Similarly, a proxy granting authority to
vote against TELUS' share exchange proposal can be voted in favour of the
Mason Capital resolutions.
"TELUS' shareholders are exceedingly well informed and have a comprehensive
understanding of both our share exchange proposal and the perspective
communicated by Mason Capital," said Darren Entwistle, TELUS President and
CEO. "I am looking forward to our meeting on October 17 and bringing this
matter to a conclusion in a manner that is clear, convenient and fair for our
In a separate Supreme Court of B.C. ruling the morning of Monday, October 15,
the court rejected Mason Capital's attempt to halt or vary the October 17
meeting called by TELUS. In its decision, the court found the voting
thresholds pursuant to TELUS' proposal for a one-for-one exchange are lawful
and valid, with support from a simple majority of the common share class and
66.67 per cent of the non-voting share class required for TELUS' proposal to
succeed. If the one-for-one exchange proposal passes, pursuant to the Plan of
Arrangement, TELUS would apply to B.C. Supreme Court for a final order
approving the transaction. In the ruling, the court determined that the
hearing for the final order to approve the transaction will take place the
week of November 5, 2012.
Proposal voting turnout strong
In an affidavit filed Monday, October 15 with the Supreme Court of B.C., it
was disclosed that shareholder participation is high for the October 17
shareholder vote. As of Sunday, proxies totaling more than 238 million or 73
per cent of the combined share base have been received, if Mason's 32.8
million common shares are included. Proxies representing more than 81 per cent
of non-voting shares outstanding and more than 47 per cent of common shares
outstanding have been received (excluding Mason Capital's dissident proxy).
While as of Sunday, October 14, Mason had not yet delivered its proxies,
assuming it votes all of its 32.8 million common shares, this would push the
common share participation total to over 66 per cent.The final tabulation of
proxies is planned to be announced at the October 17 shareholder meeting.
Forward looking statement:
This news release contains statements about expected future events of TELUS
that are forward-looking. By their nature, forward-looking statements require
the Company to make assumptions and predictions and are subject to inherent
risks and uncertainties. There can be no assurance that the share exchange
proposal will receive voting approval and, if not approved, the market price
of non-voting shares and/or common shares may decline given that share prices
in both classes increased on the announcement of the February proposal. In
addition, there can be no assurance that these court decisions will not be
challenged, that the final court order in respect of the Arrangement will be
granted, and that the associated benefits for TELUS shareholders will be
realized. There is significant risk that the forward-looking statements will
not prove to be accurate. Readers are cautioned not to place undue reliance on
forward-looking statements as a number of factors could cause actual future
events to differ materially from that expressed in the forward-looking
statements. Except as required by law, TELUS disclaims any intention or
obligation to update or revise forward-looking statements.
TELUS (TSX: T, T.A; NYSE: TU) is a leading national telecommunications company
in Canada, with $10.6 billion of annual revenue and 12.8million customer
connections including 7.4million wireless subscribers, 3.5million wireline
network access lines, 1.3million Internet subscribers and 595,000 TELUS TV
customers. Led since 2000 by President and CEO, Darren Entwistle, TELUS
provides a wide range of communications products and services including
wireless, data, Internet protocol (IP), voice, television, entertainment and
In support of our philosophy to give where we live, TELUS, our team members
and retirees have contributed more than $260million to charitable and
not-for-profit organizations and volunteered 4.2million hours of service to
local communities since 2000. Fourteen TELUS Community Boards lead TELUS'
local philanthropic initiatives. TELUS was honoured to be named the most
outstanding philanthropic corporation globally for 2010 by the Association of
Fundraising Professionals, becoming the first Canadian company to receive this
prestigious international recognition.
For more information about TELUS, please visit telus.com.
For media inquiries, please contact: Shawn Hall TELUS Social and Media
Relations 604-697-8176 firstname.lastname@example.org
For investor inquiries, please contact: Darrell Rae TELUS Investor Relations
SOURCE: TELUS Corporation
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-0- Oct/16/2012 06:56 GMT
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