TELUS and LifeWorks receive court approval and key regulatory approvals for proposed acquisition
TELUS Corporation ("TELUS") (TSX: T; NYSE: TU) and LifeWorks Inc. ("LifeWorks") (TSX: LWRK) today announced that the Ontario Superior Court of Justice (Commercial List) has granted its final order (the "Court Approval") approving the plan of arrangement (the "Arrangement") in respect of the acquisition by TELUS of LifeWorks previously announced on June 16, 2022.
TELUS and LifeWorks also announced that the Competition Bureau of Canada has issued a no action letter in respect of the Arrangement. Accordingly, Competition Act Approval, as defined and as required by the Arrangement Agreement previously entered into between LifeWorks and TELUS, has been obtained. In addition, the applicable waiting period in relation to the Arrangement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired (the "HSR Approval"), with the result that the acquisition is clear to proceed in the United States as well as Canada.
The Court Approval, the Competition Act Approval and the HSR Approval are significant milestones toward closing TELUS' acquisition of LifeWorks and follows LifeWorks' shareholder approval, which was obtained at a special meeting of LifeWorks' shareholders on August 4, 2022. Pending receipt of regulatory approvals in the United Kingdom and Australia, and the satisfaction of customary closing conditions, the Arrangement is expected to proceed to closing which is anticipated to be on or about the fourth quarter of 2022.
"We are pleased to have reached this significant milestone, with clearance to proceed with the TELUS - LifeWorks transaction in Canada and the United States," said Darren Entwistle, President and CEO of TELUS. "Importantly, we have seen overwhelming support from LifeWorks' team members, customers and shareholders, and I am confident that the potent combination of the respective skills and capabilities of LifeWorks and TELUS Health will create a world-leading, end-to-end, digital-first employee primary and preventative healthcare, mental health and wellness platform, covering more than 50 million lives, and growing, on a global basis. We look forward to welcoming LifeWorks employees into our TELUS family so that, together, we can help even more people around the world lead their healthiest and most productive professional and personal lives."
"This is an exciting new chapter for LifeWorks and together with TELUS we will be able to accelerate our shared vision of empowering individuals to take a more proactive role in the management of their health by unifying the continuum of care through digital-first innovations, as well as our unmatched in-person care," said Stephen Liptrap, President and CEO of LifeWorks. "Our two organizations are aligned as leading purpose-driven companies that are committed to improving the lives of people around the world."
About TELUS Corporation
TELUS (TSX: T, NYSE: TU) is a dynamic, world-leading communications technology company with $17 billion in annual revenue and 17 million customer connections spanning wireless, data, IP, voice, television, entertainment, video, and security. Our social purpose is to leverage our global-leading technology and compassion to drive social change and enable remarkable human outcomes. Our longstanding commitment to putting our customers first fuels every aspect of our business, making us a distinct leader in customer service excellence and loyalty. The numerou, sustained accolades TELUS has earned over the years from independent, industry-leading network insight firms showcase the strength and speed of TELUS' global-leading networks, reinforcing our commitment to provide Canadians with access to superior technology that connects us to the people, resources and information that make our lives better.
TELUS Health is Canada's leader in digital health technology, improving access to health and wellness services and revolutionizing the flow of health information across the continuum of care. TELUS Agriculture & Consumer Goods is a global technology provider of innovative data insights and digital solutions, creating a unified, trusted and sustainable value chain. TELUS International (TSX and NYSE: TIXT) is a leading digital customer experience innovator that designs, builds, and delivers next-generation solutions, including AI and content moderation, for global and disruptive brands across high-growth industry verticals, including tech and games, communications and media and ecommerce and FinTech. TELUS and TELUS International operate in 28 countries around the world.
Driven by our determination and vision to connect all citizens for good, our deeply meaningful and enduring philosophy to give where we live has inspired TELUS, our team members and retirees to contribute more than $900 million, in cash, in-kind contributions, time and programs, and 1.8 million days of service since 2000. This unprecedented generosity and unparalleled volunteerism have made TELUS the most giving company in the world. Together, let's make the future friendly.
LifeWorks is a world leader in providing digital and in-person solutions that support the total wellbeing of individuals - mental, physical, financial and social. As the trusted leader in mental health and wellbeing, LifeWorks delivers a personalized continuum of care that helps our clients improve the lives of their people and by doing so, improve their business. Guided by our purpose to improve lives and improve business, we help our clients improve the wellbeing of their people, we help them improve workforce engagement and productivity, thereby improving the performance of our clients' organizations. LifeWorks is a publicly traded company on the Toronto Stock Exchange (TSX: LWRK). LifeWorks has approximately 7,000 employees, 25,000 clients, and serves 36 million individuals and their families in more than 160 countries.
This news release contains "forward-looking information" within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Use of words such as "may," "will," "expect," "believe," "could," "would," "intend," or other words of similar effect may indicate "forward-looking information." Specific statements used in this news release that are "forward-looking information" include statements with respect to whether or when the Arrangement will be consummated. Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in TELUS' and LifeWorks' publicly filed documents with securities commissions in Canada (available on SEDAR at sedar.com) and, in the case of TELUS, documents filed in the United States on EDGAR at sec.gov, including in LifeWorks' Management's Discussion & Analysis (MD&A) under the heading "Risks and Uncertainties" and Section 10 of TELUS' 2021 annual MD&A, as supplemented by TELUS' interim MD&A for the second quarter ended June 30, 2022.
Forward-looking statements in this news release are made based on certain assumptions, and are subject to risks and uncertainties, including, among others, assumptions and risks related to the required regulatory and other consents and approvals to effect the Arrangement and the possibility the arrangement agreement governing the Arrangement could be terminated under certain circumstances. Given these risks and uncertainties, investors should not place undue reliance on forward-looking information as a prediction of actual results.
All forward-looking statements in this news release are made pursuant to the "safe harbour" provisions of applicable securities laws in Canada and the United Stated Private Securities Litigation Reform Act of 1995 and are qualified by this cautionary statement. This information is provided as of the date of this news release and, except as required by applicable law, neither TELUS nor LifeWorks undertakes any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Additionally, neither TELUS nor LifeWorks undertakes any obligation to comment on analyses, expectations, or statements made by third parties in respect of their respective financial or operating results, or their respective securities (whether prior to or after giving effect to the Arrangement).
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