TELUS to Acquire TELUS International for $539 Million in Cash and Shares

TELUS International has filed a management circular for a shareholder meeting to vote on its proposed acquisition by TELUS Corporation. The deal values the transaction at $539 million, with shareholders able to elect cash, TELUS shares, or a mix of both. The acquisition is expected to close by the end of October. TIXT is currently trading at $4.51, up 0.11%.

TELUS International Inc. (TIXT) has announced the filing of a management information circular (MIC) for a special meeting of shareholders to vote on its proposed acquisition by TELUS Corporation (TSX: T, NYSE: TU). The deal, valued at $539 million, offers shareholders multiple consideration options, including cash, TELUS shares, or a combination of both. The acquisition is expected to close by the end of October 2025, subject to shareholder approval and other customary conditions.

The MIC provides comprehensive information regarding the arrangement under which TELUS will acquire all outstanding multiple voting shares and subordinate voting shares of TELUS Digital not already owned by TELUS for $4.50 per share. This represents a 52.0% premium over the unaffected closing price of $2.96 per subordinate voting share on the New York Stock Exchange (NYSE) on June 11, 2025.

Shareholders have the option to receive one of three consideration options for each TELUS Digital share: $4.50 in cash, 0.273 of a TELUS common share, or a combination of $2.25 in cash and 0.136 of a TELUS common share. Shareholders electing options (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25% in TELUS common shares.

The TELUS Digital Special Committee, following an extensive independent review process, unanimously determined that the arrangement is in the best interests of TELUS Digital and fair to minority shareholders. The committee recommended the arrangement to the Board of Directors, which also unanimously approved it. The transaction is supported by TELUS Digital's largest minority shareholder, Riel B.V., and all directors and officers.

The Supreme Court of British Columbia granted an interim order on September 17, 2025, authorizing the calling and holding of the special meeting and setting out certain procedures to follow. The special meeting will be held virtually on October 27, 2025, at 9:00 a.m. (Vancouver time). Shareholders can access the meeting via live audio webcast at www.meetings.lumiconnect.com/400-570-171-578.

To become effective, the arrangement must be approved by at least two-thirds (66⅔%) of votes cast by holders of subordinate voting shares and multiple voting shares present in person or represented by proxy at the special meeting, voting together as a single class, and a simple majority of the votes cast by holders of subordinate voting shares (excluding TELUS and its directors, senior officers, and affiliates) in accordance with MI 61-101 at the special meeting.

For more information, shareholders can refer to the Circular and related Special Meeting materials, which are available on TELUS Digital's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Shareholders who have not received their Special Meeting materials by October 6, 2025, should contact their broker, investment advisor, or Laurel Hill Advisory Group at 1-877-452-7184 toll-free in North America or 1-416-304-0211 for collect calls outside North America, or by email at assistance@laurelhill.com.