The required information for shareholders to consider this proposal and to vote on the special resolution to approve the Arrangement will be contained in an information circular mailed or distributed electronically to common and non-voting shareholders in advance of the meeting of shareholders. This information circular will also be available at that time on the Company's website at telus.com/investors.
In addition to shareholder and court approvals for the transaction, the listing of the new common shares to be issued pursuant to the Arrangement is subject to approvals from the Toronto Stock Exchange (TSX) and the NYSE. Provided those approvals are obtained, TELUS' common shares would then trade on both the TSX and the NYSE.
A special committee of TELUS' Board of Directors has considered the implications of this share exchange. Scotia Capital served as the independent financial advisor to assist this committee in evaluating the proposal. After careful review, Scotia Capital provided an opinion that a one-for-one exchange ratio is fair, from a financial point of view, to holders of both common shares and non-voting shares, respectively.
After considering the recommendation of the special committee and Scotia Capital, TELUS' Board of Directors unanimously concluded that the Arrangement is in the best interests of TELUS and is reasonable and fair to all shareholders. Accordingly, it is recommending that shareholders approve the share 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 share exchange proposal will receive voting approval and, if not approved, the market price of non-voting shares and/or common shares may decline given that share prices in both classes increased on the announcement of the February proposal. In addition, there can be no assurance that an order to set aside Mason's meeting or the final court order in respect of the Arrangement will be granted and 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. 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. About TELUS TELUS opposes Mason Capital's invalid and undemocratic shareholder meetingTELUS (TSX: T, T.A; NYSE: TU) is a leading national telecommunications company in Canada, with $10.6 billion of annual revenue and 12.8 million customer connections including 7.4 million wireless subscribers, 3.5 million wireline network access lines, 1.3 million Internet subscribers and 595,000 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 video. In support of our philosophy to give where we live, TELUS, our team members and retirees have contributed more than $260 million to charitable and not-for-profit organizations and volunteered 4.2 million 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. SOURCE TELUS Corporation
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