Telus, Mason plan dueling shareholder meetings

Fri Aug 31, 2012 9:46am EDT

* Mason to put guaranteed premium to vote Oct. 17

* Telus already announced Oct. 17 meeting

* Mason opposes one-for-one share consolidation

Aug 31 (Reuters) - Telus Corp's largest investor said on Friday it would send notice of a shareholder meeting to be held the same day as the Canadian telecom company's own meeting.

Mason Capital Management LLC is locked in a bitter dispute with Telus over the Vancouver-based company's revived plan to consolidate its voting and non-voting stock on a one-for-one basis.

The dual-class structure was introduced to comply with restrictions on foreign investment in telecom companies after a merger saddled Telus with a major U.S. holder, GTE, now Verizon Communications Inc. Verizon has since divested.

Mason said it is calling its Oct. 17 meeting so holders of voting shares can approve a guaranteed premium for their stock in any consolidation.

The U.S. hedge fund, which held 19 percent of Telus's voting shares as of March 31, requested a shareholder meeting in early August, but the Telus board turned it down. Then Telus announced its own meeting for Oct. 17.

For the second time, Telus is asking shareholders to consent to a one-for-one consolidation. It says its proposal needs the support of two-thirds of non-voting shares, but only a simple majority of voting shares.

When Telus first proposed the change last year, it was seeking two thirds of each class. With Mason planning to block the proposal, Telus withdrew it in May.

Mason argues that voting shareholders paid more, on average, for their stock than non-voting shareholders, and should be rewarded for that as the two classes merge. Telus says universal voting rights are consistent with good corporate governance.

Ahead of the first vote, Mason had borrowed a large number of non-voting shares, and thus stood to benefit if their price fell.

Telus and its two biggest competitors, BCE Inc's Bell Canada and Rogers Communications Inc dominate the Canadian telecom market.

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