Telus Int'l reminds holders to vote for buyout by Telus

Executive Summary

• Telus International (Cda) Inc. (Telus Digital) is reminding shareholders to vote in favor of a proposed arrangement with Telus Corporation to acquire all outstanding multiple voting and subordinate voting shares not already owned by Telus.
• The transaction offers an aggregate consideration of $539 million (U.S.), valued at $4.50 (U.S.) per share.
• The special meeting of shareholders is scheduled for October 27, 2025, with a proxy voting deadline of October 23, 2025.

Key Details

• Transaction Structure: Telus Corporation will acquire all outstanding multiple voting shares and subordinate voting shares of Telus Digital not already owned by Telus.
• Consideration: $4.50 (U.S.) per share, reflecting an aggregate consideration of $539 million (U.S.).
• Shareholder Election Options: Shareholders may elect to receive:
  • (a) $4.50 (U.S.) in cash;
  • (b) 0.273 of a common share of Telus; or
  • (c) $2.50 (U.S.) in cash and 0.136 of a Telus share (Note: Text says "$2.25 (U.S.) in cash and 0.136 of a Telus share").
  • Correction based on text: The text specifies option (c) as "$2.25 (U.S.) in cash and 0.136 of a Telus share".
  • Proration: No more than 25% of the aggregate consideration will consist of Telus shares.
  • Default: Shareholders who do not validly elect by the deadline are deemed to have elected the combination consideration (cash + shares).
• Special Meeting Details:
  • Date: October 27, 2025, at 9:00 a.m. (Vancouver time).
  • Format: Virtual meeting via live audio webcast.
  • Access: Online or by phone at 400-570-171-578.
• Voting Deadlines:
  • Proxy voting deadline: 9:00 a.m. (Vancouver time) on October 23, 2025.
  • Consideration election deadline: October 22, 2025, at 9:00 a.m. (Vancouver time) for registered shareholders.
• Support:
  • The special committee of independent directors unanimously recommended the arrangement as fair and in the best interests of minority shareholders.
  • Leading proxy advisory firm ISS recommended voting in favor.
  • All directors, officers, and the largest minority shareholder (Riel B.V./EQT) have agreed to support the transaction.
• Record Date: September 12, 2025.
• Logistics: Due to a Canada Post labor strike, shareholders are encouraged to access materials electronically (SEDAR+, EDGAR, Envision) and vote via internet or telephone.

Notable Quotes

• "Telus Digital's shareholders can vote on-line or via telephone. Detailed voting instructions are included in the circular." (Contextual instruction, not a direct quote from leadership).
• Note: The text contains no direct quotes from the CEO or President, only statements from the company and the board.