BC Supreme Court approves TELUS share exchange

Court declares the exchange fair and reasonable and rejects Mason Capital's 
VANCOUVER, Dec. 18, 2012 /CNW/ - The Supreme Court of British Columbia today 
approved TELUS' proposal to exchange its non-voting shares for common shares 
on a one-for one basis. In a 125 page written decision, the court concluded 
that the exchange was fair and reasonable and rejected New York hedge fund 
Mason Capital's arguments and appeals made in opposing the proposal. 
The court decision stated: "The Arrangement has arisen through a robust 
process that has been independently and favourably reviewed. The benefits to 
be achieved by the Arrangement are real and substantial." It continues, "All 
evidence on this application points to the conclusion that the Arrangement 
which has been proposed to the Non-Voting Shareholders is fair and 
reasonable…importantly, the shareholders, including the Common Shareholders 
who have a real economic interest in TELUS, overwhelmingly support the 
Arrangement." The judge went on to state that "…Mason's arguments display a 
lack of regard for the overall circumstances relating to TELUS and its 
shareholders, which are to be considered by this Court in the context of this 
fairness hearing. As I have earlier stated, Mason can hardly be considered a 
spokesman for the Common Shareholders when its strategy will result in a loss 
of value to the other Common Shareholders…Mason's opposition must be viewed 
through the lens of its unique strategy, which has nothing to do with the 
well-being of TELUS and its shareholders…" 
"This decision is positive for TELUS shareholders and supports the 
overwhelming approval expressed by them at our October 17 shareholder 
meeting," said Darren Entwistle, TELUS President and CEO. "This decision 
confirms our proposal is fair and beneficial to all shareholders, is widely 
supported by shareholders with a true economic stake in our company and is 
consistent with the principles of good corporate governance. We look forward 
to completing the share exchange in the near future and moving forward with a 
share structure that supports excellent corporate governance, share 
marketability, and enhanced trading performance as a single share class. I 
would like to thank all of our committed shareholders for their support in 
this process." 
Mr. Entwistle added "the decision furthers TELUS' strategy of enhancing 
shareholder value, as it will increase liquidity and marketability of all 
TELUS shares. Since TELUS originally announced the proposal on February 21, 
the value of both share classes have been far stronger than the stock market 
index and TELUS' peers, in part reflecting strong support from holders of both 
TELUS non-voting and common shares. As of December 18, TELUS' non-voting share 
price was up 20 per cent since the original announcement was made in February 
of 2012, while the common share price was up 16 per cent - about $3 billion in 
new shareholder value. During the same period the TSX has declined two per 
"At the core of enhancing shareholder value over many years have been our 
excellent financial and operational results which are driving the ability for 
us to deliver on our dividend growth model. We have delivered globally-leading 
shareholder returns amongst all of our peers retrospectively, and we believe 
we have the strategy and team to continue to do it prospectively," Mr. 
Entwistle said. "Today's positive court decision augments our momentum in this 
On October 17, TELUS shareholders voted decisively in favour of TELUS' share 
exchange proposal, with more than 81 per cent of total shares voted in favour 
despite Mason Capital's opposition. At the meeting, 62.9 per cent of common 
shares voted were in favour of the share exchange, as well as 99.5 per cent of 
non-voting shares voted. Excluding Mason's voting block, 84.4 per cent of 
common shares voted were in favour of the proposal. The B.C. Supreme Court 
held a hearing from November 7 to 9 to consider the final approval of the 
share exchange and Mason appeals. 
In accordance with the terms of the Court's decision, TELUS must wait at least 
five business days before it proceeds with the share exchange. If Mason does 
not file an appeal and obtain a further stay during that period, TELUS will 
proceed to complete the share exchange process, including setting an effective 
time for the share exchange. It will then likely take an additional two weeks 
to complete the listing and delisting of shares on the stock exchanges. TELUS 
common shares will be listed on the New York Stock Exchange for the first time 
and the non-voting shares will be delisted from the Toronto Stock Exchange and 
the New York Stock Exchange. 
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 final court order in respect of the share exchange will 
not be overturned on appeal or 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 including realization 
of the benefits associated with the dividend growth model and future 
shareholder returns. 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 $10.8 billion of annual revenue and 13.0million customer 
connections including 7.6million wireless subscribers, 3.4million wireline 
network access lines, 1.3million Internet subscribers and more than 635,000 
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 604-619-7913 shawn.hall@telus.com 
For investor inquiries, please contact: 
Darrell Rae TELUS Investor Relations 604-697-8192 ir@telus.com 
SOURCE: TELUS Corporation 
To view this news release in HTML formatting, please use the following URL: 
CO: TELUS Corporation
ST: British Columbia
-0- Dec/19/2012 01:03 GMT
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