Mr. Michael Martino of Mason reports
BRITISH COLUMBIA SECURITIES COMMISSION CONFIRMS MASON CAPITAL'S POSITION
Mason Capital Management LLC welcomes the decision of the
British Columbia Securities Commission announced today, rejecting the
complaint of Telus Corp. 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's 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 per cent to 5 per cent 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's proposed
1-for-1 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's proposal will hurt liquidity. The only guarantee is
that the number of shares available for investment by non-Canadians
will drop from 64 per cent of the shares outstanding to 33 per cent, 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's proposed 1-for-1 exchange ratio, the
board's and management's economic interests are directly in conflict
with holders of voting shares. Telus's 16 board members and
executive officers have close to $70-million of net economic interest
in non-voting shares. Chief executive officer Darren Entwistle's holdings of non-voting
shares exceed his voting shares by approximately 425,000 shares,
including deferred stock units and options. The 1-to-1 ratio as
compared with, for example, the historic ratio of about 1.05 to 1
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 its fellow holders of voting shares
as it would benefit from a higher-than-historic ratio that fully
valued control and will have given away value for free if the
1-for-1 proposal were approved.
The owners of voting shares are not compelled to give up control of
Telus. Holders have every right to vote against Telus's proposal which
offers nothing for the 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.
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