LifeWorks Inc. reminds shareholders to vote for the proposed Plan of Arrangement with TELUS at upcoming special meeting of shareholders
- Shareholders are encouraged to vote by proxy before the deadline of August 2, 2022 at 5:00 p.m. ET
- Shareholders are reminded to make their elections before the deadline of July 29, 2022 at 5:00 p.m. ET (or earlier as directed by their intermediary/broker)
- Leading independent proxy advisors ISS and Glass Lewis recommend shareholders vote “FOR” the proposed Plan of Arrangement with TELUS
Not for distribution to U.S. news wire services or for dissemination in the U.S.
TORONTO--(BUSINESS WIRE)-- LifeWorks Inc. (“LifeWorks” or the “Company”) reminds its shareholders (the “Shareholders”) to vote FOR the proposed plan of arrangement (the “Arrangement”) being considered at the upcoming special meeting of the Shareholders, before the proxy deadline of August 2, 2022 at 5:00 p.m. ET. The board of directors of LifeWorks unanimously recommends that shareholders vote FOR the Arrangement Resolution that would approve the proposed Plan of Arrangement with TELUS Corporation (“TELUS”).
ISS and Glass Lewis, leading independent proxy voting advisory firms, have recommended that Shareholders vote “FOR” the Arrangement with TELUS.
Comments from president and chief executive officer, Stephen Liptrap
“We are pleased that ISS and Glass Lewis have recommended supporting the Arrangement. The transaction is an exciting opportunity with a compelling growth opportunity as the global leader in employee health care and wellness. As well, it allows us to make a bigger difference to improve the lives of individuals by empowering them to live their healthiest lives.”
The Company also reminds Shareholders to make their elections (more details below). To be valid, Shareholders’ elections must be received by Computershare Investor Services Inc., who is acting as depositary in connection with the Arrangement, prior to the election deadline of July 29, 2022 at 5:00 p.m. ET. Shareholders whose common shares of the Company (the “Shares”) are held through a broker, investment dealer, bank, trust company or other intermediary are reminded that such intermediary may impose an earlier deadline in making an election than the date mentioned above. Such Shareholders should follow the instructions provided by such intermediary.
Pursuant to the Arrangement, Shareholders will have the option to elect to receive:
- C$33.00 per Share in cash (“Cash Consideration”); or
- 1.0642 TELUS common shares (“TELUS Shares”) per Share, representing share consideration of C$33.00 based on the 20-day volume weighted average price of TELUS Shares on the Toronto Stock Exchange (“TSX”) ending on June 14, 2022 (“Share Consideration”); or
- C$16.50 in cash plus 0.5321 TELUS Shares per Share, representing 50 per cent Cash Consideration and 50 per cent Share Consideration (“Combination Consideration”).
Elections to receive the Cash Consideration or the Share Consideration will be subject to proration to ensure aggregate Cash Consideration and Share Consideration each represent 50 per cent of the total transaction consideration.
Shareholders who do not elect Cash Consideration or Share Consideration will receive the Combination Consideration.
The consideration to be received by Shareholders represents an 80 per cent premium to the closing price of the Shares on June 14, 2022, and an 89 per cent premium to the 20-day volume weighted average price of the Shares for the period ended June 14, 2022.
Additional information in relation to the Arrangement can be found in the management information circular dated July 6, 2022 (the "Circular"). An electronic copy of the Circular is available under the Company's profile on SEDAR at sedar.com, and on the Company’s website at lifeworks.com.
The proxy voting deadline is fast approaching. LifeWorks’ Board urges you to vote your proxy or voting instruction form FOR the Arrangement Resolution, in advance of the proxy voting deadline of August 2, 2022 at 5:00 p.m. ET. If you require further information or assistance completing and submitting your proxy, please contact Kingsdale Advisors by email at firstname.lastname@example.org or by telephone at 1-888-211-5159 (North American toll-free) or 1-416-867-2272 (collect calls outside North America).
This news release contains "forward-looking information" within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Specific statements used in this news release that may contain “forward-looking information” include but are not limited to statements with respect to whether the Arrangement will be consummated, including approval of the Arrangement by Shareholders, and proration of the Cash Consideration and the Share Consideration. They are based on certain factors and assumptions, including expected growth, results of operations, business prospects and opportunities. Use of words such as “will,” “expect,” “could,” “plan” or other words of similar effect may indicate “forward-looking information.” Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in the Circular, in the Company's other publicly filed documents (available on SEDAR at sedar.com) and in the Company’s MD&A under the heading "Risks and Uncertainties."
Those risks and uncertainties include, among other things, risks related to failure to receive approval by Shareholders, the required court, regulatory and other consents and approvals to effect the Arrangement, the potential of a third party making a superior proposal to the Arrangement, and the possibility that the Arrangement Agreement could be terminated under certain circumstances. Given these risks and uncertainties, investors should not place undue reliance on forward-looking information as a prediction of actual results.
All forward-looking information in this news release is qualified by these cautionary statements. These statements are made as of the date of this news release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations, or statements made by third parties in respect of the Company, its financial or operating results, or its securities.
LifeWorks is a world leader in providing digital and in-person solutions that support the total wellbeing of individuals – mental, physical, financial and social. As the trusted leader in mental health and wellbeing, LifeWorks delivers a personalized continuum of care that helps our clients improve the lives of their people and by doing so, improve their business. Guided by our purpose to improve lives and improve business, we help our clients improve the wellbeing of their people, we help them improve workforce engagement and productivity, thereby improving the performance of our clients’ organizations. LifeWorks is a publicly traded company on the Toronto Stock Exchange (TSX: LWRK). The Company has approximately 7,000 employees, 25,000 clients, and serves 36 million individuals and their families around in more than 160 countries.
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