Mason Capital Management LLC (“Mason”) welcomed the decision of the British Columbia Securities Commission announced today rejecting the complaint of TELUS Corporation (TSX:T; TSX:T.A; NYSE: TU) as groundless.
Michael E. Martino, Principal and Co-Founder of Mason said, “We are pleased that the British Columbia Securities Commission has confirmed our view that TELUS’ complaint was entirely without merit. That TELUS would bring such complaint in the first place shows how desperate TELUS management is to divert shareholders attention away from the fundamental flaws in their misguided proposal.”
TELUS is prepared to do almost anything to avoid confronting the undeniable facts that Mason has raised:
- The owners of TELUS Voting shares exclusively control TELUS, its management and its future. This is a right that holders of voting shares have paid for and which carries significant value, both practically and economically. The Voting shares are worth more than the Non-Voting shares and over the last five years Voting shareholders have chosen to pay 4% -5% more for these shares.
- TELUS is proposing to take away a substantial amount of voting shareholders’ voting control for no consideration. Yet its proposal does absolutely nothing to improve the Company’s short-term or long-term operations, earnings or prospects. TELUS’ proposed one-for-one exchange has only one certain outcome, which is to take away the exclusive voting control of TELUS for which the Voting shareholders have historically paid a premium.
- TELUS is attempting to avoid and obscure the fact that its proposal values control of TELUS at ZERO by claiming that giving all the Non-Voting shares an equal vote for free will improve the share trading liquidity -- but they offer no evidence that this will happen. In fact, TELUS’ Proposal will hurt liquidity. The only guarantee is that the number of shares available for investment by non-Canadians will drop from 64% of the shares outstanding to 33%, and that foreign index funds will be forced to sell shares upon close of the transaction. Even if there was a liquidity benefit, that is still no reason to value the control owned by the Voting Shares at zero.
- With regard to TELUS’ proposed one-for-one exchange ratio, the Board’s and management’s economic interests are directly in conflict with holders of Voting shares. TELUS’ 16 board members and Executive Officers have close to $70 million of net economic interest in Non-Voting shares. CEO Darren Entwistle’s holdings of Non-Voting shares exceed his Voting shares by approximately 425,000 shares, including deferred stock units and options. The one-to-one ratio as compared with, for example, the historic ratio of about 1.05-to-one benefits the Board and Management at the expense of the Voting shareholders. In contrast, Mason Capital’s economic interests are fully aligned with the interest of our fellow holders of Voting shares as we would all benefit from a higher than historic ratio that fully valued control, and will all have given away value for free if the one-for-one proposal were approved.
- The owners of Voting shares are not compelled to give up control of TELUS. We have every right to vote against TELUS’ Proposal which offers nothing for our valuable Voting shares.
For these reasons, Mason Capital intends to vote its shares AGAINST this fundamentally flawed Proposal.
Shareholders who require any assistance in voting their BLUE proxy AGAINST the Proposal are encouraged to contact Kingsdale Shareholder Services Inc. toll-free at 1-888-518-1565 or email@example.com.