Press release from Business Wire
Mason Capital Sends Letter to TELUS Shareholders
<p class='bwalignc'> <b>Outlines True Economic Implications of TELUS' Proposal to Exchange Non-Voting Shares for Voting Shares on a One-for-One Basis</b> </p> <p class='bwalignc'> <b>Urges TELUS Voting Shareholders to Vote the BLUE Card and Reject the Proposal</b> </p>
Tuesday, October 02, 2012
Mason Capital Sends Letter to TELUS Shareholders08:30 EDT Tuesday, October 02, 2012
NEW YORK (Business Wire) -- Mason Capital Management LLC (“Mason”) today sent a letter to voting
shareholders of TELUS Corporation (TSX:T) regarding the proposed dual
share-class collapse transaction which is to be voted on at a general
meeting of TELUS on October 17, 2012.
The letter summarizes the rationale for Mason's opposition to TELUS'
proposal to convert its non-voting shares into voting stock on a
one-for-one basis and outlines the economic impact it will have on all
TELUS voting shareholders.
The text of the October 2, 2012 letter follows:
Dear Fellow TELUS Voting Shareholder:
You paid a premium for your voting rights. Now you have the opportunity
to save your voting power and the premium that you paid by voting NO
on TELUS' proposal to exchange its non-voting shares for voting shares
on a one-for-one basis. Here are the facts about the true economic
implications of what TELUS is proposing. Based on this proposal, you
will be forced to:
Relinquish 46% of the voting power you currently hold for no
compensation;
Give up the premium that you paid for your voting shares for no
compensation; and
Accept one of the worst offers for a share collapse seen in Canada in
over a decade.
We understand the corporate governance goals of having one class of
shareholders, but those benefits can still be attained under a share
conversion with an exchange ratio that is fair for ALL TELUS
shareholders. If you vote to REJECT the unfair
one-for-one conversion ratio proposed by TELUS, TELUS should return with
an appropriate conversion that treats all shareholders fairly.
TELUS' October 17, 2012 meeting is rapidly approaching. We urge you to
vote your BLUE proxy or voting instruction form prior to 12:00 noon
(EDT) on October 15, 2012.
Mason owns a significant stake in TELUS, and our economic interests are
aligned with those of all TELUS voting shareholders on this proposal. We
are not seeking to influence management decisions, change the
composition of the TELUS Board or seek other changes relating to the
underlying enterprise. To the contrary, Mason's position is a very
simple one: We believe that voting shareholders deserve to be treated
fairly and that any dual-class share collapse should be implemented in a
manner that does not result in the transfer of both wealth and voting
power to the non-voting shareholders without providing compensation to
the voting class.
TELUS' PROPOSAL BLATANTLY IGNORES THE FACT THAT VOTING SHARES ARE
HISTORICALLY – AND FUNDAMENTALLY – MORE VALUABLE
As holders of TELUS voting shares, you know that when acquiring TELUS
shares, you had the choice of buying TELUS shares without voting rights,
or paying a premium for the right to vote. You chose to pay that
premium. In fact, in the 13 years prior to TELUS' initial proposal in
February 2012, $98 billion in TELUS voting shares traded at an average
premium of 4.83% relative to the non-voting shares, and the premium has
been as high as 15.23%.
In addition to the historical trading-premium of voting shares, there is
a fundamental value in holding the right to vote. The voting class of
shareholders possesses exclusive governance rights that enable them to
effectively control the company. Voting shareholders have the ability to
elect directors, who in turn set the strategic direction of the company
– including whether to pursue a change in control transaction – and are
entitled to requisition special meetings.
Now, TELUS is attempting to force through a share collapse proposal that
would make voting shares and non-voting shares equal in value without
compensating voting shareholders for the premium they have already paid. For
voting shareholders, this proposal would result in an economic loss of
$183.6 million in value and a 46% reduction in voting power – with no
compensation whatsoever.TELUS HAS CONSISTENTLY DEMONSTRATED A FIXED MINDSET AND DISMISSED ITS
SHAREHOLDERS' VALID CONCERNS
Mason understands the corporate governance goals of having one class of
shareholders, and we are not opposed to a share collapse, provided there
is a fair exchange ratio. Despite our repeated attempts to engage TELUS
to discuss conversion options and an exchange ratio that would treat ALL
shareholders fairly, TELUS has obstinately refused to consider anything
beyond the flawed and oppressive one-for-one exchange.
Interestingly, the majority of TELUS' Board and Management team's
holdings are tied to the non-voting shares. As a group, the Board and
management team hold approximately $150 million more in non-voting
shares than voting shares and stand to make more than $4 million – at
the expense of voting shareholders – if this proposal is approved.
TELUS' response is that this wealth transfer “does not constitute a
material interest”. We can't help but ask ourselves whether the Board
and management would have put forth this same proposal if their holdings
were instead tied more closely to voting shares.
TELUS RAN A FLAWED AND CONFLICTED PROCESS
When the directors of a company decide to undertake a transaction to
rearrange the voting rights of its shareholders, no matter how noble
their intentions, their overriding duty is to ensure that it is
implemented in a fair manner so as to respect the rights and interests
of shareholders affected. TELUS failed to perform this function. TELUS
did not establish a process whereby the interests of each class would be
fully and independently considered and never obtained an independent
fairness opinion for the voting class.
Instead, TELUS has closed its eyes to the market premium of the voting
shares and the intrinsic value associated with voting rights. TELUS
relied on a flawed Scotia Capital Fairness Opinion for the non-voting
shareholders to support its proposal. Scotia disregarded the
historical average premium of 4.83%, which is derived from $98 billion
in trades over 13 years, and ignored the increases or decreases in share
value that resulted from the exchange ratios in the 22 precedent
transactions it considered. Scotia's list of 22 precedent transactions
included 14 in which only one class of stock was traded, making such
“precedents” meaningless in assessing the TELUS proposal. In 13 of these
14 transactions, the high vote shares were not publicly traded prior to
the conversion and are therefore not at all comparable to TELUS, where
both share classes are widely held and have excellent trading liquidity. In
the remaining (and relevant) eight precedents, five of them had an
exchange ratio greater than one-to-one.Even more notable, Scotia completely missed five relevant Canadian
precedents, including Sprott, where high vote shares received a
1.25-to-1 conversion ratio, despite the existence of coattail
protections. By focusing on the wrong precedents and disregarding
trading prices – a critical component of any exchange offer – Scotia
delivered a flawed opinion.
TELUS' PROPOSAL IS AMONG THE WORST DEALS IN RECENT CANADIAN HISTORY
FOR HOLDERS OF SUPERIOR VOTING RIGHTS
At the request of Mason, Blackstone Advisory Partners L.P. conducted an
empirical analysis of 25 precedent share-class collapse transactions
(the “Precedent Analysis”). The data from these transactions implies a
1.0774-to-one exchange ratio to the holders of TELUS voting shares based
upon the average premium, as a percentage of the applicable company's
total market capitalization, received by the class of shares
surrendering voting rights in these relevant transactions. The data also
shows that TELUS' proposal would result in a loss of $1.05 (or 1.9%) in
value of each voting share, which is equivalent to a transfer of $184
million from voting shareholders to non-voting shareholders. TELUS'
proposal would cause voting shareholders to suffer a greater loss of
value, both in dollars and as a percentage of market capitalization,
than any Canadian precedent reviewed.
The full Blackstone Precedent Analysis dated September 24, 2012 is set
out in the Mason dissident circular. It presents an analysis of 25
precedent transactions, market data and the terms of the proposed TELUS
transaction, which Mason considered in reaching its conclusions in the
Mason Circular. The Precedent Analysis does not constitute a fairness
opinion, valuation, solicitation or recommendation by Blackstone as to
how shareholders should vote on the proposed transaction. Blackstone is
an internationally recognized investment bank that is regularly called
upon to provide financial advisory services with respect to mergers &
acquisitions and other corporate transactions, including analyses
relating to dual share class unifications.
FOCUS ON THE FACTS – DO NOT BE DISTRACTED BY TELUS' MISLEADING AND
EGREGIOUS ASSERTIONS
Over the last several months, TELUS has sought to distort the facts and
distract voting shareholders from the issue at hand by offering up
baseless criticisms of Mason. TELUS has asserted that when it announced
its planned share collapse, both classes of stock went up as a result of
shareholder support of the transaction. What TELUS fails to acknowledge
is that the same day it announced the share collapse, TELUS also
announced a dividend increase of $0.12 per share. Upon examination of
the trading activity following dividend increases over the past four
years, we found that the average increase to TELUS' total market
capitalization was 5.6% -- even higher than the 3.7% increase that was
realized on the date of TELUS' share collapse and dividend
announcements. Based on this data, one can fairly and reasonably
conclude that the price movement was a result of the dividend increase
and not tied to TELUS' claimed benefits of a share collapse transaction.
We'd also like to remind you that voting shareholders have already
spoken on this matter. This past May, TELUS was forced to withdraw
the very same share conversion proposal because it faced certain
rejection by shareholders, yet TELUS remains unwilling to consider a
fair exchange ratio. Now, in a desperate and coercive effort to
force this proposal through on its second try, TELUS is moving the
goalposts by lowering the threshold for approval from 66.67% down to
50%. This oppressive tactic raises serious fiduciary questions and begs
the question, how far will TELUS go to advance the interests of
non-voting shareholders over voting shareholders?
ON THE QUESTION OF A FAIR EXCHANGE RATIO, MASON IS 100% ALIGNED WITH
THE INTERESTS OF ALL VOTING SHAREHOLDERS
Mason is engaged in this argument because we want to protect our rights
– and the rights of all voting shareholders. We will not stand idly by
as TELUS seeks to effect this unfair and highly-flawed proposal, which
leading proxy advisory firm Institutional Shareholder Services Inc.
(“ISS”) has stated is a “cause for concern” and “should legitimately be
scrutinized by shareholders.”
Yours truly,
Michael E. Martino
Principal and Co-Founder
MASON CAPITAL MANAGEMENT LLC
EXERCISE YOUR FULL POWER AS A VOTINGSHAREHOLDER
WHILE YOU STILL CAN.
PLEASE VOTE ONLY YOURBLUE PROXY TODAY.
Any questions and requests for assistance may be directed to theProxy
Solicitation Agent:
KINGSDALEShareholder Services Inc.
The Exchange Tower130 King Street West, Suite 2950, P.O. Box
361Toronto, OntarioM5X 1E2www.kingsdaleshareholder.com
North American Toll Free Phone:
1-888-518-1565
Email: contactus@kingsdaleshareholder.comFacsimile: 416-867-2271Toll Free Facsimile: 1-866-545-5580Outside
North America, Banks and Brokers Call Collect: 416-867-2272
Forward looking statements:
This letter to shareholders contains statements about expected future
events that are forward-looking. By their nature, forward-looking
statements require Mason to make assumptions and predictions and are
subject to inherent risks and uncertainties. Whether actual results and
developments will conform with our expectations and predictions is
subject to a number of risks, assumptions and uncertainties, many of
which are beyond our control, and the effects of which can be difficult
to predict, including, without limitation, risks, assumptions and
uncertainties related to: the approval of the Proposal by shareholders,
the consummation of the Proposal by TELUS; actions taken by TELUS to
frustrate Mason's actions or objectives; changes in market conditions;
the market value and trading price of the Common Shares; the level of
foreign ownership of TELUS; actions taken by TELUS to remedy a breach of
the foreign ownership levels; intervention by regulators or the courts;
and other factors set out in TELUS' Management Circular. In evaluating
any forward-looking statements in this letter to shareholders, we
caution readers not to place undue reliance on any forward-looking
statements. Readers should specifically consider the various factors
which could cause actual events or results to differ materially from
those indicated by our forward-looking statements. There is significant
risk that the forward-looking statements will not prove to be accurate.
Unless otherwise required by applicable securities laws, we do not
intend, nor do we undertake any obligation, to update or revise any
forward-looking statements contained in this letter to shareholders to
reflect subsequent information, events, results or circumstances or
otherwise.
Sard Verbinnen & CoJonathan Gasthalter/Dan Gagnier/Brooke
Gordon+1 (212) 687-8080orNATIONAL Public RelationsPeter
Block / Sarah Coombs / Jennifer Lee+1 (416) 586-0180
