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Telus Corp (2)
Symbol T
Shares Issued 1,524,520,592
Close 2025-06-27 C$ 21.68
Market Cap C$ 33,051,606,435
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Telus prices cash tender offers

2025-06-27 19:06 ET - News Release

Mr. Robert Mitchell reports

TELUS ANNOUNCES PRICING OF CASH TENDER OFFERS FOR TWO SERIES OF DEBT SECURITIES

Telus Corp. has priced terms of its previously announced separate offers to purchase for cash up to the maximum purchase amount (as defined below) of its outstanding notes of the series listed in the attached table.

The offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated June 20, 2025 ,relating to the notes and the notice of guaranteed delivery attached as Appendix A thereto.

Set forth in the table below is the applicable total consideration (as defined below) for each series of notes, as calculated as of 2 p.m. Eastern Time, today, June 27, 2025, in accordance with the offer to purchase.

The offers will expire at 5 p.m. Eastern Time on June 27, 2025, unless extended or earlier terminated. Notes may be validly withdrawn at any time at or prior to 5 p.m. Eastern Time, today, June 27, 2025, unless extended with respect to any offer.

For holders who deliver a notice of guaranteed delivery and all other required documentation at or prior to the expiration date, upon the terms and subject to the conditions set forth in the tender offer documents, the deadline to validly tender notes using the guaranteed delivery procedures (as defined in the offer to purchase) will be the second business day after the expiration date and is expected to be 5 p.m. Eastern Time on July 1, 2025, unless extended with respect to any offer.

Provided that the financing condition has been satisfied or waived by the settlement date (as defined below) and all other conditions to the offers have been satisfied or waived by the company by the expiration date, settlement for all notes validly tendered and not validly withdrawn prior to the expiration date or pursuant to a notice of guaranteed delivery will be four business days after the expiration date and two business days after the guaranteed delivery date, respectively, which is expected to be July 3, 2025, unless extended with respect to any offer.

Upon the terms and subject to the conditions set forth in the offer to purchase, holders whose notes are accepted for purchase in the offers will receive the applicable total consideration for each $1,000 (U.S.) principal amount of such notes in cash on the settlement date.

In addition to the applicable total consideration, holders whose notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such notes from and including the immediately preceding interest payment date for such notes to, but excluding, the settlement date. Interest will cease to accrue on the settlement date for all notes accepted in the offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to holders by the Depository Trust Company (DTC) or its participants.

The offers are subject to the satisfaction of certain conditions as described in the offer to purchase, including that the aggregate principal amount purchased in the offers not exceed $750-million (U.S.), on the maximum purchase amount being sufficient to include the aggregate principal amount of all validly tendered and not validly withdrawn notes of such series (after accounting for all validly tendered notes that have a higher acceptance priority level) and on the company having raised by the settlement date net proceeds through one or more issuances of debt in the public or private capital markets, on terms reasonably satisfactory to the company, sufficient to purchase all notes validly tendered (and not validly withdrawn) up to the maximum purchase amount and accepted for purchase by the company in the offers and to pay accrued interest and all fees and expenses in connection with the offers. The company reserves the right, subject to applicable law, to waive any and all conditions to any offer. If any of the conditions is not satisfied, the company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate or alter any or all of the offers. The offers are not conditioned on the tender of any aggregate minimum principal amount of notes of any series (subject to minimum denomination requirements as set forth in the offer to purchase).

The company has retained J.P. Morgan Securities LLC, RBC Capital Markets LLC and Wells Fargo Securities LLC to act as lead dealer managers and BMO Capital Markets Corp., CIBC World Markets Corp., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Desjardins Securities Inc., National Bank of Canada Financial Inc. and SMBC Nikko Securities America Inc. to act as co-dealer managers for the offers. Questions regarding the terms and conditions for the offers should be directed to J.P. Morgan Securities at 1-866-834-4666 (toll-free) or 1-212-834-3046 (collect), RBC Capital Markets at 1-877-381-2099 (toll-free) or 1-212-618-7843 (collect) or Wells Fargo Securities at 1-866-309-6316 (toll-free) or 1-704-410-4235 (collect).

Global Bondholder Services Corp. is acting as the information and tender agent for the offers. Questions or requests for assistance related to the offers or for additional copies of the offer to purchase may be directed to Global Bondholder Services Corp. in New York by telephone at 1-212-430-3774 (for banks and brokers only) or 1-855-654-2015 (for all others toll-free), or by e-mail at contact@gbsc-usa.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers.

If the company terminates any offer with respect to one or more series of notes, it will give prompt notice to the information and tender agent, and all notes tendered pursuant to such terminated offer will be returned promptly to the tendering holders thereof. With effect from such termination, any notes blocked in DTC will be released.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate in the offers before the deadlines specified herein and in the offer to purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the offer to purchase.

About Telus Corp.

Telus is a world-leading communications technology company operating in more than 45 countries and generating over $20-billion in annual revenue with more than 20 million customer connections through the company's advanced suite of broadband services for consumers, businesses and the public sector. The company is committed to leveraging its technology to enable remarkable human outcomes. Telus is passionate about putting its customers and communities first, leading the way globally in client service excellence and social capitalism. The company's Telus Health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. The company's Telus agriculture and consumer goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by its enduring "give where we live" philosophy, Telus, its team members and retirees have contributed $1.8-billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning the company the distinction of the world's most giving company.

We seek Safe Harbor.

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