LifeWorks Inc. reminds shareholders to vote in favor of the proposed plan of arrangement with TELUS at the next special meeting of shareholders
TORONTO–(BUSINESS WIRE)–LifeWorks Inc. (“LifeWorks” or the “Company”) reminds its shareholders (“Shareholders”) to vote FOR the proposed plan of arrangement (the “Arrangement”) being considered at the next special meeting of shareholders, prior to the proxy deadline of August 2, 2022 at 5:00 p.m. ET. LifeWorks Board of Directors Unanimously Recommends Shareholders Vote FOR the Arrangement Resolution which would approve the proposed plan of arrangement with TELUS Corporation (“TELUS”).
ISS and Glass Lewis, leading independent proxy advisory firms, recommended that shareholders vote “FOR” the arrangement with TELUS.
Comments from President and CEO, Stephen Liptrap
“We are pleased that ISS and Glass Lewis recommended supporting the arrangement. The transaction is an exciting opportunity with compelling growth opportunity as a global leader in healthcare and employee wellbeing. Plus, it allows us to make a bigger difference in improving people’s lives by empowering them to live their healthiest lives.
The Company also reminds Shareholders to make their choices (more details below). To be valid, Shareholder Elections must be received by Computershare Investor Services Inc., which is acting as depositary to the Arrangement, by the Election Deadline of July 29, 2022 at 5:00 p.m. ET.. We remind shareholders whose common shares of the Company (the “Shares”) are held through a broker, stockbroker, bank, trust company or an intermediary other than this intermediary may impose a deadline prior to the date mentioned above for making an election. Such Shareholders must follow the instructions provided by such intermediary.
Pursuant to the Arrangement, Shareholders will have the option to elect to receive:
C$33.00 per Share in cash (“Cash Consideration”); Where
1.0642 TELUS common shares (“TELUS shares”) per share, representing equity consideration of C$33.00 based on the 20-day volume-weighted average trading price of TELUS shares on the Toronto Stock Exchange ( “TSX”) ending June 14, 2022 (“Compensation Shared”); Where
C$16.50 in cash plus 0.5321 TELUS shares per share, representing 50% cash consideration and 50% stock consideration (“Combination Consideration”).
Elections to receive the Cash Consideration or the Share Consideration will be subject to a pro rata calculation to ensure that the Cash Consideration and the Share Consideration each represent 50% of the total transaction consideration.
Shareholders who do not elect the Cash Consideration or the Share Consideration will receive the Consolidation Consideration.
Consideration to be received by shareholders represents an 80% premium to the closing price of the shares on June 14, 2022 and an 89% premium to the 20-day volume weighted average price of the shares for the period ended June 14. , 2022.
Additional information regarding the Arrangement can be found in the management information circular dated July 6, 2022 (the “CircularAn electronic copy of the Circular is available under the Company’s profile on SEDAR at sedar.com, and on the Company’s website at lifeworks.com.
The proxy voting deadline is fast approaching. LifeWorks Board of Directors Invites You to Vote Your Proxy or Voting Instruction Form FOR the Arrangement Resolution, prior to the proxy voting deadline of August 2, 2022 at 5:00 p.m. ET. If you require further information or assistance in completing and submitting your proxy, please contact Kingsdale Advisors by email at [email protected] or by phone at 1-888-211-5159 (toll free in Americas North) or 1-416-867-2272 (collect calls outside North America).
This press release contains “forward-looking information” within the meaning of applicable securities laws, such as statements regarding anticipated future events, results, circumstances, performance or expectations that are not historical facts. Specific statements used in this press release that may contain “forward-looking information” include, but are not limited to, statements regarding the completion or non-completion of the Arrangement, including the approval of the Arrangement by the shareholders and the pro-rating of the cash consideration and the share. Consideration. They are based on certain factors and assumptions, including expected growth, results of operations, business prospects and opportunities. The use of words such as “will”, “expect”, “could”, “plan” or other words of similar effect may indicate “forward-looking information”. Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in the Circular, in the Company’s other public documents (available on SEDAR at sedar.com) and in the report management of the Company under the heading “Risks and uncertainties”.
These risks and uncertainties include, among others, risks relating to the inability to receive shareholder approval, the judicial, regulatory and other consents and approvals required to effect the Arrangement, the possibility that a third party may make a superior to the Arrangement, and the possibility that the Arrangement Agreement may be terminated in certain circumstances. Given these risks and uncertainties, investors should not place undue reliance on forward-looking information to predict actual results.
All forward-looking information contained in this press release is qualified by these cautionary statements. These statements are made as of the date of this press release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Further, the Company undertakes no obligation to comment on any analyses, expectations or statements made by third parties regarding the Company, its financial or operating results or its securities.
LifeWorks is a global leader in providing digital and in-person solutions that support the total well-being of people – mental, physical, financial and social. As the trusted leader in mental health and wellbeing, LifeWorks provides a personalized continuum of care that helps our customers improve the lives of their employees and, in doing so, improve their business. Guided by our purpose of improving lives and improving business, we help our clients improve the well-being of their employees, we help them improve workforce engagement and productivity, improving and the performance of our clients’ organizations. LifeWorks is a publicly traded company on the Toronto Stock Exchange (TSX: LWRK). The company has approximately 7,000 employees, 25,000 customers, and serves 36 million people and their families in more than 160 countries.
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