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2025-09-02 18:48
TELUS Corporation ("TELUS") (TSX:T, NYSE:TU) and TELUS International (Cda) Inc. ("TELUS Digital") ((NYSE &, TSX:TIXT) today announced that they have entered into a definitive agreement for TELUS to acquire all of the outstanding multiple voting shares and subordinate voting shares of TELUS Digital not already owned by TELUS for US$4.50 per share, reflecting aggregate consideration of US$539 million. The transaction has received the unanimous recommendation of a special committee of independent members of the board of directors of TELUS Digital (the "Special Committee") and the unanimous approval of TELUS Digital's Board of Directors (with interested directors abstaining).
The purchase price of US$4.50 per share will be payable by TELUS, at shareholders' election, in (i) US$4.50 in cash, (ii) 0.273 of a TELUS common share, or (iii) a combination of US$2.25 in cash and 0.136 of a TELUS common share. Shareholders electing alternative (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25% in TELUS common shares. Today's announcement is the culmination of extensive negotiations following the initial non-binding indication of interest from TELUS to acquire all of the outstanding TELUS Digital shares it did not already own for US$3.40 per share on June 11, 2025.
The transaction values TELUS Digital's equity at approximately US$1.3 billion, based on approximately 114.3 million outstanding subordinate voting shares and 164.4 million outstanding multiple voting shares, for a total transaction value of approximately US$2.9 billion. TELUS currently owns approximately 6.0% of the outstanding subordinate voting shares and 92.5% of the outstanding multiple voting shares of TELUS Digital, collectively representing approximately 86.9% of the outstanding voting power of the TELUS Digital shares.