TELUS Health files Management Information Circular for special meeting of shareholders
The Board of Directors unanimously recommends that shareholders vote FOR the Arrangement
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TORONTO--(BUSINESS WIRE)-- TELUS Health Inc. (TSX: LWRK, “TELUS Health” or the “Company”), today announced that it has filed and is in the process of mailing the Management Information Circular and related materials for the special meeting (the "Meeting") of the Company's shareholders (the "Shareholders"). The meeting will be held virtually on August 4, 2022 to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which TELUS Corporation (“TELUS”) will acquire all of the issued and outstanding common shares (the “Shares”) of the Company.
Pursuant to the Arrangement and as more particularly described in the Circular, 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 ending on June 14, 2022, being the last trading day prior to execution of the Arrangement Agreement (the “Arrangement Agreement”) pursuant to which the Arrangement is being pursued (“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.
To be valid, Shareholders’ elections must be received by Computershare Investor Services Inc., who is acting as depositary under the Arrangement (the “Depositary”), prior to the election deadline of 5:00 p.m. ET on July 29, 2022 or, if the Meeting is adjourned or postponed, the business day which is three (3) business days preceding the date of the reconvened Meeting. Shareholders whose 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.
The consideration to be received by Shareholders represent 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.
Unanimous Board recommendation
After careful consideration, and after receiving fairness opinions from its financial advisors and advice from its financial advisors and outside legal counsel, and following the unanimous recommendation of a special committee of independent directors (the “Special Committee”) of TELUS Health’s Board of Directors (the “Board”), the Board has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than TELUS and its affiliates). Accordingly, the Board unanimously recommends that the Shareholders vote in favour of the resolution approving the Arrangement at the Meeting.
The Company also announced that on July 6, 2022, it obtained an interim order (the "Interim Order") from the Ontario Superior Court of Justice (Commercial List) authorizing various procedural matters, including the holding of the Meeting and the mailing of the Circular. The Meeting is to be held in accordance with the terms of the Interim Order.
Meeting and Circular
The Meeting will be a virtual meeting conducted via live audio webcast and will be held on August 4, 2022 at 9:00 a.m. ET. Shareholders can access the Meeting by visiting virtualshareholdermeeting.com/LWRKSM2022. The Company has fixed July 4, 2022 as the record date for determining those Shareholders entitled to receive notice and to vote at the Meeting. Even if you plan to attend the Meeting, the Company recommends that you vote your Shares in advance of the proxy deadline of 5:00 p.m. ET on August 2, 2022.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the reasons for the recommendations made by the Special Committee and the Board and how Shareholders can participate in and vote at the Meeting. Shareholders are urged to read the Circular and accompanying materials in their entirety. The Circular is being mailed to Shareholders in compliance with applicable laws and the Interim Order. The Circular is available under the Company’s profile on SEDAR at sedar.com and on the Company’s website.
Shareholder questions and assistance
Shareholders who have any questions or need assistance in their consideration of the Arrangement or with the completion and delivery of their proxies may contact the Company’s proxy solicitation agent, Kingsdale Advisors, by email at email@example.com or by telephone at 1-888-211-5159 (North American toll-free), or 1-416-867-2272 (Collect calls outside North America). Shareholders who have any questions about submitting their Shares for the Arrangement may contact the Depositary toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at firstname.lastname@example.org.
About TELUS Health
TELUS Health 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, TELUS Health 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. TELUS Health 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.
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.
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