Mason Capital Management LLC (“Mason”) issued today a public statement to the shareholders of TELUS Corporation (TSX:T; TSX:T.A; NYSE: TU) setting out Mason’s intention to vote against TELUS’ announced proposal to convert all of its non-voting shares into voting shares on a one-to-one basis and explaining the reasons for that decision.
Michael E. Martino, Managing Director of Mason Capital, said “TELUS’ proposed collapse of its dual-class share structure without any premium for the voting shares ignores the distinctive value of the voting class, namely the right to vote for directors and thereby determine the entire management and direction of TELUS. Owners of the voting shares recognize the value of these rights and have paid a meaningful premium for these shares, averaging close to 5% over the past three years prior to the Proposal’s announcement. As proposed, the transaction will seriously compromise the interests of the voting class and confer a windfall benefit on the non-voting class. In the circumstances, we intend to vote against the proposal and we wish to make our views public for the benefit of all shareholders of TELUS.”
Mason Capital is a New York based investment fund with offices in New York, London and San Francisco and has been in business since 2000. Mason Capital has a long history of investing in Canada. It is the largest shareholder and is represented on the board of directors of ATS Automation Tooling Systems, a TSX-listed company.
The text of the public statement to TELUS shareholders is as follows:
Dear Fellow TELUS Shareholders:
We are a significant shareholder of TELUS. Although TELUS has historically been a well-managed company, we have serious concerns regarding its recent proposal to convert all of its non-voting shares into voting shares on a one-for-one basis, and we intend to vote against it.
While we understand the basis for TELUS' desire to eliminate the dual class structure, the legitimacy of that objective does not justify any means to get there. Any such proposal must be pursued in a manner which is fair to both the voting and non-voting classes.