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Telus, Mason Settle Dispute; Share Plan to Proceed

Date: Monday, January 28, 2013
Author: Reuters

VANCOUVER, British Columbia (Reuters)—Canadian telecommunications company Telus Corp. said on Friday [Jan. 25] it had settled a dispute with U.S. hedge fund Mason Capital Management LLC, and will go ahead with a share consolidation plan in February.

Mason, until recently Telus' biggest shareholder, had tried to block the plan to consolidate voting and non-voting shares on a one-for-one basis.

Telus said the two sides agreed to end their legal battle, adding that their agreement "does not involve the payment of funds to either party."

The consolidation means Telus' voting shares will trade on the New York Stock Exchange for the first time. Right now, only non-voting shares trade in New York.

In November, Telus said it believed Mason was selling down its positions, which the fund built up after Telus first floated the consolidation plan last February. Mason took simultaneous long and short positions in Telus voting and non-voting shares, and thus stood to benefit if the spread between the two classes widened, according to court documents from December.

Mason argued that Telus' voting shareholders should be rewarded as the two classes merge, in part because they paid more for their stock in the first place. Telus said universal voting rights improve corporate governance, and have prevailed in key court rulings.

As of Dec. 31, Mason held 3.4 percent of Telus' common shares, down from 19 percent earlier in the year, according to Thomson Reuters data.

On Friday, Telus said its shares will be delisted in New York on or about Feb. 5, and in Toronto around Feb. 8. The single class of shares will begin trading in New York around Feb. 5, and in Toronto on or about Feb. 11.

Telus' dual-class structure was introduced to comply with restrictions on foreign investment in telecommunications companies after a 1998 merger with BC Telecom saddled Telus with a major U.S. shareholder, GTE, now Verizon Communications Inc. Verizon has since sold its stake.

The spread between the two share classes, already small, narrowed further in early trading on the Toronto Stock Exchange.

Voting shares fell 0.2 percent to C$65.62 ($65.06), and non-voting shares rose 0.1 percent to C$65.55. In New York, non-voting shares fell 0.6 percent to $64.97.