Telus Completes Share Exchange

TELUS Corporation's (TELUS) proposal to move from a dual class share structure to a single class of outstanding shares came into effect on February 4, 2013.

The proposal was implemented pursuant to a court-approved plan of arrangement providing for the exchange of all of TELUS' issued and outstanding non-voting shares for common shares on a one-for-one basis.

An initial share conversion proposal announced on February 21, 2012, was withdrawn on May 8, 2012, after Mason Capital Management LLP (Mason) conducted a dissident proxy solicitation in opposition to the initial proposal.

On August 2, 2012, Mason had CDS, as the registered holder of its shares, requisition a shareholders' meeting to consider a proposal to amend the articles of TELUS to provide for a super-majority voting requirement on share exchanges below certain exchange ratios.

On August 21, 2012, TELUS called a shareholders' meeting to consider a revised TELUS proposal and sought to block the Mason meeting requisition in court. The BC Supreme Court struck down the Mason meeting requisition, but the decision was later overturned by the BC Court of Appeal.

Mason and TELUS engaged in a second proxy solicitation over the revised TELUS proposal. At a meeting held on October 17, 2012, shareholders voted in favour of TELUS' share exchange proposal. The Supreme Court of British Columbia issued a final order on December 18, 2012, approving the arrangement. Mason appealed the decision to the BC Court of Appeal. TELUS sought leave to appeal the earlier decision of the BC Court of Appeal to the Supreme Court of Canada.

The parties ultimately agreed to settle the dispute with respect to TELUS' share exchange proposal before the litigation was concluded (with no funds paid to either party), thereby allowing the transaction to close.

TELUS was represented by Monique Mercier (senior vice president, chief legal officer and corporate secretary), Michel Belec (vice president, legal services), Alan Dabb (vice president, litigation), Maria Preovolos (associate general counsel) and Sena Byun (senior counsel).

Osler, Hoskin & Harcourt LLP acted as Canadian counsel to TELUS with a team led by Robert Yalden, which included Andrew MacDougall, Emmanuel Pressman, Jeremy Fraiberg, Mark DesLauriers, Donald Gilchrist, Hugo-Pierre Gagnon and Alexandre Martin (corporate and securities); David Tetreault and Colena Der (tax) and Shelley Obal and Michael Doris (research).

Farris, Vaughan, Wills & Murphy LLP acted as British Columbia counsel to TELUS with a team that included Robert Anderson, QC, George Macintosh, QC, Robert McDonell, Ludmila Herbst and Erica Miller (litigation), and Elizabeth Harrison, QC, David Selley and Thierry Keable (corporate and securities).

Norton Rose Fulbright Canada LLP acted as special situations counsel to TELUS with a team composed of Orestes Pasparakis (litigation), Walied Soliman (corporate and securities) and Karen Galpern and Ruth Wahl (research).

Skadden, Arps, Slate, Meagher & Flom LLP acted as United States counsel to TELUS with a team composed of Richard Aftanas and Eric Kubilus (securities).

McCarthy Tétrault LLP acted as lead counsel to Mason with a team that included Iain Scott, Rene Sorell, Tim McCafferty, Fraser Bourne, Rish Handa (corporate and securities); Paul Steep (litigation) and Hank Intven (telecommunications regulation), with support from David McAusland.

Nathanson, Schachter & Thompson LLP, of British Columbia, acted as special litigation counsel to Mason with a team composed of Irwin Nathanson, QC, Stephen Schachter, QC, and Geoffrey Gomery, QC.

Additional advice was provided to Mason by Stephen Halperin and Michael Partridge of Goodmans LLP.

CDS was represented by Tony Hoffmann, and a team from Borden Ladner Gervais LLP that included Bob Hutchinson, Gordon Johnson and Gordon Raman.