VANCOUVER – At Telus' suggestion, the B.C. Supreme Court has ordered a joint shareholder meeting on October 17 to consider both its share exchange proposal and New York hedge fund Mason Capital's related resolutions, providing shareholders with the opportunity to compare and vote on the rival proposals. The order follows a B.C. Supreme Court decision 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 shareholders."
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.
October 17 voter turnout expected to be 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% 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% 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%. The final tabulation of proxies is planned to be announced at the October 17 shareholder meeting.
