TELUS Corporation : Mason Capital Requisitions Meeting of TELUS Voting Shareholders
08/02/2012| 02:05pm US/Eastern
Shareholders to Vote on Minimum Premium For Voting Shares in
Mason Capital Management LLC ("Mason") today announced that it has
requisitioned a meeting of the holders of the TELUS (TSX:T; TSX:T.A;
NYSE: TU) voting shares to allow holders to vote on the minimum
acceptable premium valuation of the voting shares relative to the
non-voting shares in any transaction undertaken by TELUS involving the
exchange or conversion of non-voting shares into voting shares (a "Dual
Class Collapse Transaction").
Michael Martino, Principal and Co-Founder of Mason Capital, said "TELUS
management continues to stand by its one-for-one proposal, even though
that proposal is based on a flawed valuation and was rejected by voting
shareholders earlier this year. A one-for-one proposal unfairly takes
value away from voting shareholders who have paid for it and gives it to
non-voting shareholders for free, including TELUS' board and senior
management whose personal economic interests in TELUS are heavily
weighted to the non-voting shares. The analysis done by our financial
advisor, Blackstone Advisory Partners, confirms that TELUS' one-for-one
proposal would represent the worst deal for Canadian holders of high
vote shares in any share collapse transaction occurring since the year
2000. Our proposal will allow voting shareholders, who collectively
control TELUS, to express their views on the appropriate valuation of
their voting shares relative to the non-voting shares and to take steps
to protect the value of their voting rights."
At the requisitioned meeting, holders of the voting shares will have the
opportunity to vote on an amendment to the articles of TELUS to
establish a minimum premium valuation of either 4.75%, which represents
the historic average trading premium of the voting shares over the
non-voting shares, or an enhanced premium of 8%, which is based on a
comprehensive valuation study prepared by Blackstone Advisory Partners.
If the proposed amendments are adopted, any Dual Class Collapse
Transaction may only be carried out by TELUS at a valuation below the
specified minimum with the special approval of 80% of the voting
shareholders voting thereon.
If voting shareholders do not approve the proposed amendments to the
articles at the requisitioned meeting, they will have the further
opportunity to vote on one or more non-binding advisory resolutions as
to the recommended minimum premium value for voting shares in connection
with any Dual-Class Collapse Transaction.
Under the Business Corporations Act (British Columbia), TELUS is
required to hold the requisitioned meeting within four months from
today's date. If TELUS does not send notice of the meeting to
shareholders within 21 days from today's date, Mason has the right to
send the notice itself.
Mason Capital Management is an investment manager based in New York.
Sard Verbinnen & Co
Jonathan Gasthalter/Dan Gagnier/Brooke
+1 (212) 687-8080
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