Stikeman Elliott, McCarthy Tétrault, and Osler acting as legal counsel
TELUS Inc. has signed a definitive agreement to acquire all of the outstanding multiple voting shares and subordinate voting shares of its affiliate, TELUS Digital, in a deal valued at US$539 million.
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 percent in TELUS common shares.
The transaction has received the unanimous recommendation of a special committee of independent members of the board of directors of TELUS Digital and the unanimous approval of TELUS Digital’s board of directors (with interested directors abstaining).
The deal is supported by EQT, TELUS Digital's largest minority shareholder holding approximately 31 percent of the outstanding subordinate voting shares and 7.5 percent of the multiple voting shares, or approximately 9.1 percent of the outstanding voting rights of TELUS Digital.
“The transaction is fully reflective of 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 on a global basis,” said TELUS president and CEO Darren Entwistle, in a press release. “Furthermore, this transaction, once completed, will also accelerate our global growth in products and services to other customers around the world in key verticals, including financial technology, gaming and technology, communications and media, and health.”
TELUS Digital special committee co-chair Olin Anton added, “We believe the transaction positions TELUS Digital to enhance its ability to deliver innovative solutions and invest in new capabilities in a highly competitive and increasingly concentrated market environment.”
TELUS was advised by Stikeman Elliott LLP and Allen Overy Shearman Sterling LLP (legal counsel), Barclays (lead financial advisor), and Jefferies (financial advisor).
The special committee was advised by McCarthy Tétrault LLP (legal counsel), BMO Capital Markets (independent valuator and financial advisor), BofA Securities (financial advisor), and FGS Longview (communications counsel).
TELUS Digital retained Osler, Hoskin & Harcourt LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel. The Osler team was led led by James Brown and including Jeremy Fraiberg, Rob Valentini, Minji Park, Min Oh and Alex McGuigan (Corporate), Patrick Marley and Sean Timlick (Tax), Lynne Lacoursiere and Sabrina Jackson-Nanji (Executive Compensation), Michelle Lally (Competition), Teresa Tomchak (Litigation), Kelly O’Ferrall and Jessica Silverman (Employment), Jon Marin and Ann Zhang (Pensions and Benefits), Sam Ip (Technology) and Adam LaRoche and Erika Romanow (Privacy and Data Management).
The deal is expected to close in the fourth quarter of 2025, subject to customary shareholder, court, and regulatory approvals. Upon completion, TELUS Digital will become a wholly owned subsidiary and will be delisted from public exchanges.
