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-Telus shareholders to vote on minimum premium for voting shares in dual-class collapse.

TELECOMWORLDWIRE-August 3, 2012--Telus shareholders to vote on minimum premium for voting shares in dual-class collapse(C)1994-2012 M2 COMMUNICATIONS http://www.m2.com

Mason Capital Management LLC said it has requisitioned a meeting of the holders of the Telus (TSX: T) (NYSE: TU) voting shares to allow holders to vote on the minimum acceptable premium valuation of the voting shares relative to the non-voting shares in any transaction undertaken by Telus involving the exchange or conversion of non-voting shares into voting shares (a dual class collapse transaction).

Michael Martino, principal and co-founder of Mason Capital, said, "Telus management continues to stand by its one-for-one proposal, even though that proposal is based on a flawed valuation and was rejected by voting shareholders earlier this year. A one-for-one proposal unfairly takes value away from voting shareholders who have paid for it and gives it to non-voting shareholders for free, including Telus' board and senior management whose personal economic interests in Telus are heavily weighted to the non-voting shares. The analysis done by our financial advisor, Blackstone Advisory Partners, confirms that Telus' one-for-one proposal would represent the worst deal for Canadian holders of high vote shares in any share collapse transaction occurring since the year 2000. Our proposal will allow voting shareholders, who collectively control Telus, to express their views on the appropriate valuation of their voting shares relative to the non-voting shares and to take steps to protect the value of their voting rights."

At the requisitioned meeting, holders of the voting shares will have the opportunity to vote on an amendment to the articles of Telus to establish a minimum premium valuation of either 4.75%, which represents the historic average trading premium of the voting shares over the non-voting shares, or an enhanced premium of 8%, which is based on a comprehensive valuation study prepared by Blackstone Advisory Partners. If the proposed amendments are adopted, any Dual Class Collapse Transaction may only be carried out by Telus at a valuation below the specified minimum with the special approval of 80% of the voting shareholders voting thereon.

If voting shareholders do not approve the proposed amendments to the articles at the requisitioned meeting, they will have the further opportunity to vote on one or more non-binding advisory resolutions as to the recommended minimum premium value for voting shares in connection with any Dual-Class Collapse Transaction.

Mason Capital Management is an investment manager based in New York.

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Publication:Telecomworldwire
Date:Aug 3, 2012
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