Mason Capital Management LLC ("Mason") today announced that it has filed and is sending its dissident proxy circular to voting shareholders of TELUS Corporation (TSX:T; TSX:T.A; NYSE: TU) ("TELUS") for the general meeting of TELUS scheduled for October 17, 2012.
Michael Martino, Principal and Co-Founder of Mason Capital, said, “TELUS’ actions stand to set a very dangerous precedent in corporate Canada. The company is closing its eyes to the market premium of the voting shares and the rights of the class of shareholders who paid the premium for those voting rights. Mason urges all of TELUS voting shareholders to act now to protect these valuable rights, which were paid for, and to reject TELUS’ flawed proposal.”
Added Martino, “Our effort to protect all voting shareholders is recognized by leading independent governance experts who have confirmed that this proposal, which unfairly transfers value from the voting shareholders and provides it to the non-voting shareholders, is the result of a flawed and conflicted process. The lack of a proper process was only exacerbated by the fact that the holdings of management and the Board are heavily weighted towards the non-voting shares. TELUS has misinformed shareholders from the outset, including about management’s and the Board’s interest in the non-voting shares. Mason will continue its efforts to redress TELUS’ failures of corporate governance to ensure that Voting shareholders receive the benefit of a fair exchange ratio in a dual-class collapse transaction.”
In May 2012, TELUS withdrew its proposal to convert all of its non-voting shares into Voting shares on a one-for-one basis because it faced certain rejection by voting shareholders. TELUS' new share collapse proposal is the very same proposal that was already rejected, except this time TELUS has attempted to circumvent the requirement for a two-thirds approval of voting shareholders. TELUS is moving the goalposts in a coercive attempt to make it easier to force the transaction through.