TELUS Corporation (TSX:T) entered into a binding agreement to acquire LifeWorks Inc. (TSX:LWRK) from senior officers of LifeWorks Inc. and others for CAD 2.3 Billion on June 15, 2022. Pursuant to the transaction, LifeWorks shareholders will have the option to elect to receive CAD 33 per LifeWorks share in cash (“Cash Consideration”) or 1.0642 TELUS shares per LifeWorks share or CAD 16.50 in cash plus 0.5321 TELUS shares per LifeWorks share, representing 50% cash consideration and 50% Share consideration (“Combination Consideration”). The elections to receive the cash consideration or the share consideration will be subject to proration to ensure aggregate cash consideration and share consideration each represent 50% of the total transaction consideration. All those LifeWorks shareholders, who do not elect Cash Consideration or share consideration will receive the combination consideration. The total transaction value, including net debt, is approximately CAD 2.9 billion. The arrangement agreement provides for a termination fee of CAD 94 million, payable by LifeWorks under specified circumstances, as well as a reverse termination fee of CAD 140 million, payable by TELUS under other specified circumstances.

The transaction, which is not subject to a financing condition, will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of 66 2/3% of the votes cast by LifeWorks shareholders at the Special Meeting. In addition to approval by LifeWorks shareholders, the Transaction is also subject to the receipt of court approval, regulatory approvals including competition clearances, and other customary closing conditions for transactions of this nature. LifeWorks' Board of Directors (the “Board”) unanimously approved the arrangement agreement following a unanimous recommendation of a special committee of independent directors (the “Special Committee”) of the Board. Both the Special Committee and the Board determined that the transaction is in the best interests of the Company and is fair to the shareholders of LifeWorks. Shareholders are encouraged to vote by proxy before the deadline of August 2, 2022. As of August 4, 2022, the transaction was approved by LifeWorks shareholders. As of Aug. 11, 2022, the Ontario Superior Court of Justice (Commercial List) has granted its final order approving the plan of arrangement. The Arrangement is expected to proceed to closing which is anticipated to be on or about the fourth quarter of 2022.


BMO Capital Markets and Goldman Sachs Canada Inc. acted as financial advisors and Emmanuel Pressman and Kai Sheffield of Osler, Hoskin & Harcourt LLP acted as legal counsel to LifeWorks. CIBC World Markets is acting as financial advisor to TELUS. Peter Castiel and Robert Carelli of Stikeman Elliott LLP is acting as legal counsels and Clifford Chance LLP is advising on foreign legal matters to TELUS. BMO Capital Markets, BMO Nesbitt Burns Inc. and Goldman Sachs Canada Inc. acted as financial advisor to LifeWorks. BMO Capital Markets, BMO Nesbitt Burns Inc. and Goldman Sachs Canada Inc. acted as fairness opinion providers to LifeWorks. Kingsdale Advisors acted as proxy solicitation agent to LifeWorks Inc. Computershare Investor Services Inc. acted as depositary to LifeWorks Inc. TELUS' transfer agent and registrar is Computershare Trust Company of Canada. LifeWorks will pay fees of approximately CAD 200,000 to Kingsdale Advisors. TSX Trust Company acted as Transfer Agent to LifeWorks.

TELUS Corporation (TSX:T) completed the acquisition of LifeWorks Inc. (TSX:LWRK) from senior officers of LifeWorks Inc. and others on September 1, 2022. Shareholders representing 33,728,710 LifeWorks common shares elected to receive the per-share cash consideration; shareholders representing 5,400,669 LifeWorks common shares elected to receive the per-share share consideration; and shareholders representing 23,531,828 LifeWorks common shares elected or were deemed to have elected the per-share combination consideration. LifeWorks will operate as a wholly owned subsidiary of TELUS.