NEW YORK--()--Mason Capital Management LLC (“Mason”) today announced that CDS & Co., the registered holder of Mason’s voting shares in TELUS Corporation (TSX:T; TSX:T.A; NYSE: TU) (“TELUS”), will send a notice of a general meeting of TELUS (the “Meeting”) to be held on October 17, 2012 at 10:00 am local time in Burnaby, British Columbia. Voting shareholders on record as of today, August 31, 2012, will be entitled to vote at the Meeting.
At the Meeting, TELUS voting shareholders will have the opportunity to vote on a binding amendment to TELUS’ articles of incorporation to set a minimum premium valuation for TELUS voting shares issued upon a conversion or exchange of non-voting shares into voting shares.
Holders of voting shares will have the opportunity to vote for a minimum premium of either 4.75%, which represents the voting shares’ average historic trading premium since 1999, or an enhanced premium of 8% based upon a comprehensive valuation study prepared by Mason’s financial advisor, Blackstone Advisory Partners (the “Proposals”). If a binding amendment to the articles is not approved, voting shareholders will also be able to vote on a non-binding advisory resolution as to a recommended minimum premium value for voting shares in a dual-class collapse transaction.
Holders of non-voting shares of TELUS will be entitled to attend but not vote at the Meeting because the Proposals, if approved, will not prejudice or interfere with any rights attached to the non-voting shares.
This Meeting is being called because TELUS has refused to call a meeting as required under the requisition for a meeting delivered to TELUS on August 2, 2012. Instead, TELUS proceeded to call its own meeting aimed at frustrating the business set out in Mason’s requisition. TELUS’ meeting was to consider the very same proposal that was rejected by shareholders in May 2012 to collapse its dual-class structure on a one-to-one basis, the only difference being that TELUS has attempted to structure it to reduce the protections afforded to the voting class.
Mason may apply for directions from the court in respect of its Meeting and the TELUS meeting.
Michael Martino, Principal and Co-Founder of Mason Capital, said, "Today’s action furthers Mason’s efforts to protect the rights of all TELUS voting shareholders. Given the oppressive actions taken by TELUS to disenfranchise an entire class of shareholders, it is critical that voting shareholders have the opportunity to vote on a binding change to TELUS' articles to establish an appropriate minimum premium to be paid in any dual-class collapse transaction. Moreover, TELUS' recycled proposal demonstrates the lengths the company is willing to go to circumvent the protections afforded to the voting shareholders under the law. Mason will continue to vigorously oppose TELUS’ latest attempt to take value from voting shareholders and transfer it to non-voting shareholders, who include TELUS’ board of directors and company executives, whose personal economic interests are directly tied to the non-voting stock."
Mason Capital Management is an investment manager based in New York.