BC TELECOM and TELUS Approve Amendment to Merger Proposal.EDMONTON, British Columbia--(BUSINESS WIRE)--Oct. 29, 1998--BC Telecom Inc. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :BCT BCT Brigade Combat Team BCT Basic Combat Training BCT Best Conventional Pollutant Control Technology (EPA) BCT Business Cards Tomorrow BCT Banque Centrale de Tunisie (Central Bank of Tunisia) .)(VSE See DOS/VSE. VSE - Virtual Storage Extended :BCT.)(ME:BCT.) The boards of directors of BC TELECOM Inc. (TSE: BCT) and TELUS TELUS Telemetric Universal Sensor Corporation (TSE: T) have approved an amendment to the merger agreement between the two companies. The amendment will increase the attractiveness of the merged company to non-Canadian investors and better position the merged company in world capital markets. Under the amended agreement, BC TELECOM and TELUS shareholders will receive both voting and non-voting shares in a new company to be called, on an interim basis, BCT.TELUS Communications Inc. The share exchange ratio announced under the original terms of the merger remains unchanged. The amended agreement calls for each BC TELECOM shareholder to receive .75 of a voting share and .25 of a non-voting share in BCT.TELUS for each BC TELECOM share they currently own. For each TELUS share, shareholders will receive .75 of a voting share and .25 of a non-voting share in the merged company, in each case multiplied by the share exchange ratio of .7773. The amendment means that immediately after the exchange, 75 per cent of BCT.TELUS shares will be voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. and 25 per cent of the shares will be non-voting shares. All BC TELECOM and TELUS shareholders will receive the same total number of shares and the same proportion of voting shares in BCT.TELUS as they would have received under the original terms of the merger agreement. The addition of non-voting shares facilitates ownership of BCT.TELUS shares by non-Canadian investors while at the same time ensuring compliance with Canadian ownership requirements under the Telecommunications Act There are several laws named the Telecommunications Act
The Broadcasting Act (long title: " . These Acts limit the foreign ownership in Canadian telecommunications and broadcasting companies to 33 1/3 per cent of voting shares. On October 19, BC TELECOM and TELUS announced plans to merge and create a new, growth oriented, telecommunications company. The proposed merger of equals is the first step toward becoming a leading, national telecommunications provider. The merger remains subject to the approval of BC TELECOM and TELUS shareholders as well as court and regulatory approvals. Both companies are planning to hold special shareholder meetings in January. A proxy circular containing the arrangement details will be mailed to registered shareholders in mid December. GTE GTE General Telephone & Electronics GTE Génie Thermique et Énergie (French) GTE Gas Turbine Engine GTE Global Tropospheric Experiment GTE Geothermal Energy GTE Gas Turbine Efficiency plc (Sweden & USA) has agreed to vote in favor of the merger. More information about the companies can be found on the BC TELECOM website at http://www.bctel.com and the TELUS website at http://www.telus.com The GTE website is located at http://www.gte.com |
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