TELUS Makes Offer to Acquire Remaining TELUS Digital Shares
TELUS Corporation announced that it has submitted a non-binding indication of interest (IOI) to the board of directors of TELUS Digital in respect of a proposed transaction pursuant to which TELUS would, directly or indirectly through one of its subsidiaries, acquire all of the issued and outstanding subordinate voting shares and multiple voting shares of TELUS Digital not already owned directly or indirectly by TELUS for a price per share of US$ 3.40 to be paid in cash, TELUS common shares or a combination of both. The proposed price represents a premium of approximately 15% to TELUS Digital’s closing share price on the New York Stock Exchange (NYSE) on June 11, 2025, and a premium of approximately 23% over TELUS Digital’s 30-day volume weighted average trading price based on Canadian composite (Toronto Stock Exchange and all Canadian marketplaces) and U.S. composite (New York Stock Exchange and all U.S. marketplaces) as of such date. TELUS has asked the TELUS Digital board of directors to begin a process to review the IOI and appoint a special committee of independent directors to evaluate the proposal.
Any financing undertaken in the near term will be designed with a view to being neutral to TELUS’ balance sheet net debt to EBITDA leverage ratio, as TELUS maintains focus on deleveraging priorities.
The IOI is a non-binding indication of interest and is subject to, among other matters, confirmatory due diligence satisfactory to TELUS, agreement on transaction structure, the negotiation and execution of mutually acceptable definitive transaction documents, and the approval of the proposed acquisition by the TELUS Digital board of directors. Further, the consummation of the proposed acquisition, even if definitive transaction documents are entered into, would be subject to customary closing conditions for transactions of this nature, including, among others, the receipt of shareholder approvals required under applicable securities laws, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and court approval.
No agreement has been reached between TELUS and TELUS Digital, and no assurances can be given that definitive transaction documents with respect to the proposed acquisition will be entered into, as to the final terms of any transaction or that a transaction will be consummated.
Barclays is acting as exclusive financial advisor to TELUS, and Stikeman Elliott LLP and A&O Shearman are acting as legal advisors. TELUS and its advisors stand ready to work with the TELUS Digital board of directors to agree the terms of, and implement, the proposed acquisition.
Darren Entwistle, President and CEO of TELUS
Our proposal to fully acquire TELUS Digital reflects 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. We anticipate that our deep familiarity with TELUS Digital will enable us to conclude this proposed transaction, with appropriate engagement from TELUS Digital, quickly and efficiently and, post-closing, effectively integrate the business and the team. TELUS Digital will continue to be an important business unit within TELUS, underscored by its demonstrated leadership in customer service excellence, digital transformation and heartfelt caring in the communities where team members live, work and serve. Accordingly, we believe the terms of our proposal are compelling for TELUS Digital shareholders and our leadership team looks forward to working constructively with the independent members of TELUS Digital’s board of directors to progress the proposed acquisition. Notably, we believe this proposed transaction will yield meaningful benefits for TELUS Digital and importantly, for our customers and investors.