Acquisition would offer TELUS Digital
shareholders liquidity at a compelling value and enhance TELUS
Digital's ability to effectively respond to changing market
dynamics
Closer operational integration between TELUS
and TELUS Digital to supercharge AI and SaaS transformation across
telecommunications, health, agriculture and consumer goods
sectors
TELUS Digital to continue as a key enabler to
TELUS' growth strategy and operational efficiency
VANCOUVER, BC, June 12,
2025 /PRNewswire/ - TELUS Corporation (TELUS)
today announced that it has submitted a non-binding indication of
interest (IOI) to the board of directors of TELUS International
(Cda) Inc. (TELUS Digital) in respect of a proposed transaction
pursuant to which TELUS would, directly or indirectly through one
of its subsidiaries, acquire all of the issued and outstanding
subordinate voting shares and multiple voting shares of TELUS
Digital not already owned directly or indirectly by TELUS for a
price per share of US$ 3.40 to be
paid in cash, TELUS common shares or a combination of both. The
proposed price represents a premium of approximately 15% to TELUS
Digital's closing share price on the New York Stock Exchange (NYSE)
on June 11, 2025, and a premium of
approximately 23% over TELUS Digital's 30-day volume weighted
average trading price based on Canadian composite (Toronto Stock
Exchange and all Canadian marketplaces) and U.S. composite (New
York Stock Exchange and all U.S. marketplaces) as of such date.
TELUS has asked the TELUS Digital board of directors to begin a
process to review the IOI and appoint a special committee of
independent directors to evaluate the proposal.
"Our proposal to fully acquire TELUS Digital reflects our belief
that closer operational proximity between TELUS and TELUS Digital
will enable enhanced AI capabilities and SaaS transformation across
all lines of our business, including telecommunications, TELUS
Health and TELUS Agriculture & Consumer Goods, driving positive
outcomes for the customers we serve," said Darren Entwistle, President and CEO of TELUS.
"We anticipate that our deep familiarity with TELUS Digital will
enable us to conclude this proposed transaction, with appropriate
engagement from TELUS Digital, quickly and efficiently and,
post-closing, effectively integrate the business and the team.
TELUS Digital will continue to be an important business unit within
TELUS, underscored by its demonstrated leadership in customer
service excellence, digital transformation and heartfelt caring in
the communities where team members live, work and serve.
Accordingly, we believe the terms of our proposal are compelling
for TELUS Digital shareholders and our leadership team looks
forward to working constructively with the independent members of
TELUS Digital's board of directors to progress the proposed
acquisition. Notably, we believe this proposed transaction will
yield meaningful benefits for TELUS Digital and importantly, for
our customers and investors."
Any financing undertaken in the near term will be designed with
a view to being neutral to TELUS' balance sheet net debt to EBITDA
leverage ratio, as TELUS maintains focus on deleveraging
priorities.
The IOI is a non-binding indication of interest and is subject
to, among other matters, confirmatory due diligence satisfactory to
TELUS, agreement on transaction structure, the negotiation and
execution of mutually acceptable definitive transaction documents,
and the approval of the proposed acquisition by the TELUS Digital
board of directors. Further, the consummation of the proposed
acquisition, even if definitive transaction documents are entered
into, would be subject to customary closing conditions for
transactions of this nature, including, among others, the receipt
of shareholder approvals required under applicable securities laws,
including Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions, and court
approval.
No agreement has been reached between TELUS and TELUS Digital,
and no assurances can be given that definitive transaction
documents with respect to the proposed acquisition will be entered
into, as to the final terms of any transaction or that a
transaction will be consummated.
Barclays is acting as exclusive financial advisor to TELUS, and
Stikeman Elliott LLP and A&O Shearman are acting as legal
advisors. TELUS and its advisors stand ready to work with the TELUS
Digital board of directors to agree the terms of, and implement,
the proposed acquisition.
TELUS currently beneficially owns an aggregate of 152,004,019
multiple voting shares and 6,874,822 subordinate voting shares,
representing approximately 92.5% of the outstanding multiple voting
shares, 6.1% of the outstanding subordinate voting shares,
representing 57.4% of all outstanding shares, and 86.9% of the
combined voting power of all outstanding shares. The foregoing
percentages are based on 164,381,876 multiple voting shares and
112,477,222 subordinate voting shares issued and outstanding, as
reported by TELUS Digital in its condensed interim consolidated
financial statements for the three months ended March 31, 2025.
TELUS currently has no additional plans or intentions that
relate to its investment in TELUS Digital other than those
described in the IOI. Nonetheless, it may or may not purchase
or sell multiple voting shares, subordinate voting shares or other
securities of TELUS Digital in the future on the open market or in
private transactions, depending on market conditions and other
factors. Depending on market conditions, general economic and
industry conditions, TELUS Digital's business and financial
condition and/or other relevant factors, TELUS may at any time
develop other plans or intentions in the future relating to one or
more of the actions set forth in Items 5(a) through (k) of TELUS'
early warning report or Items 4(a) through (j) of TELUS' Schedule
13D. TELUS does not intend to make additional disclosure regarding
the proposed acquisition until a definitive agreement has been
reached or unless disclosure is otherwise required under applicable
securities laws.
A copy of the early warning report (to which a copy of the IOI
is attached) filed by TELUS in connection with the submission of
the IOI is available on TELUS Digital's profile on SEDAR+ at
sedarplus.ca. A copy of Amendment No. 3 to Schedule 13D (to which a
copy of the IOI is attached) filed by TELUS in connection with the
submission of the IOI is, or will be, available on the U.S.
Securities and Exchange Commission's EDGAR database at www.sec.gov.
Alternatively, you may contact TELUS Investor Relations at
1-800-667-4871 in order to obtain a copy of the early warning
report or Amendment No. 3 to Schedule 13D.
The headquarters and principal executive offices of TELUS
Digital are located at Floor 5, 510 West Georgia Street,
Vancouver, British Columbia,
Canada V6B 0M3.
This press release does not constitute an offer to buy or sell
or the solicitation of an offer to sell or buy any securities. Any
offers, solicitations or offers to buy, or any sales of securities
will be made in accordance with registration and other requirements
under applicable law.
Forward-Looking Statements
This news release contains forward-looking statements about
future events pertaining to the proposed acquisition, including
expectations in respect of the proposed acquisition and the
completion of such proposed acquisition, the realization of
expected benefits to TELUS, TELUS Digital and their respective
shareholders, including the realization of the synergies and other
benefits of combining TELUS Digital's businesses with TELUS, and
the ability of the businesses of TELUS Digital to respond to
changing market dynamics, seizing considerable growth opportunities
and leveraging strong demand. The terms TELUS, we, us and our refer
to TELUS Corporation and, where the context of the narrative
permits or requires, its subsidiaries. Forward-looking statements
include any statements that do not refer to historical facts,
including statements relating to the proposed acquisition.
Forward-looking statements are typically identified by the words
assumption, goal, guidance, objective, outlook, strategy, target
and other similar expressions, or future or conditional verbs such
as aim, anticipate, believe, could, expect, intend, may, plan,
predict, seek, should, strive and will. These statements are made
pursuant to the "safe harbour" provisions of applicable securities
laws in Canada and the United States Private Securities
Litigation Reform Act of 1995.
By their nature, forward-looking statements are subject to
inherent risks and uncertainties and are based on assumptions,
including assumptions about future economic conditions and courses
of action. These assumptions may ultimately prove to have been
inaccurate and, as a result, our actual results or events may
differ materially from expectations expressed in or implied by the
forward-looking statements. There is significant risk that the
forward-looking statements will not prove to be accurate.
Readers are cautioned not to place undue reliance on
forward-looking statements as a number of factors could cause
actual future performance and events to differ materially from
those described in the forward-looking statements. Among the
factors that could cause actual results to differ materially
include, but are not limited to, those relating to whether the
proposed acquisition will be approved by the TELUS Digital Board,
whether any definitive agreement will be successfully negotiated
and executed in connection with the proposed acquisition, whether
the proposed acquisition or any other transaction will be
consummated, the possibility for the proposed acquisition, even if
a definitive agreement is entered into, not to be completed on the
terms and conditions, or on the timing, contemplated thereby, and
that it may not be completed at all, due to a failure to obtain or
satisfy, in a timely manner or otherwise, required shareholder and
court approvals and other conditions to the closing of the proposed
acquisition or for other reasons, the possibility that TELUS may
not realize any or all of the anticipated benefits from the
proposed acquisition, as well as the other risk factors as set out
in our 2024 annual management's discussion and analysis and in
other TELUS public disclosure documents and filings with securities
commissions in Canada (on SEDAR+
at sedarplus.ca) and in the United
States (on EDGAR at sec.gov). Additional risks and
uncertainties that are not currently known to us or that we
currently deem to be immaterial may also have a material adverse
effect on our financial position, financial performance, cash
flows, business or reputation.
The forward-looking statements contained in this news release
describe our expectations at the date of this news release and,
accordingly, are subject to change after such date. Except as
required by applicable law, TELUS disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement contained herein to reflect any change in
its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
This cautionary statement qualifies all of the forward-looking
statements in this document.
About TELUS
TELUS (TSX: T, NYSE: TU) is a world-leading communications
technology company, generating over $20
billion in annual revenue with more than 20 million customer
connections through our advanced suite of broadband services for
consumers, businesses and the public sector. We are committed to
leveraging our technology to enable remarkable human outcomes.
TELUS is passionate about putting our customers and communities
first, leading the way globally in client service excellence and
social capitalism. Our TELUS Health business is enhancing more than
150 million lives worldwide through innovative preventive medicine
and well-being technologies. Our TELUS Agriculture & Consumer
Goods business utilizes digital technologies and data insights to
optimize the connection between producers and consumers.
Operating in 32 countries around the world, TELUS Digital (TSX
and NYSE: TIXT) is a leading digital customer experience innovator
that designs, builds, and delivers next- generation solutions,
including AI and content moderation, for global and disruptive
brands across strategic industry verticals, including tech and
games, communications and media, eCommerce and fintech, banking,
financial services and insurance, healthcare, and others.
Guided by our enduring 'give where we live' philosophy, TELUS,
our team members and retirees have contributed $1.8 billion in cash, in-kind contributions, time
and programs including 2.4 million days of service since 2000,
earning us the distinction of the world's most giving company.
For more information about TELUS, please visit telus.com, follow
us at @TELUSNews on X and @Darren_Entwistle on Instagram.
Investor Relations
Robert
Mitchell
ir@telus.com
Media Relations
Steve Beisswanger
Steve.Beisswanger@telus.com
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SOURCE TELUS Communications Inc.