TELUS Corp.’s $2.9 Billion Acquisition of LifeWorks

Osler, Hoskin & Harcourt LLP acted for LifeWorks on the deal.

LifeWorks  entered into a binding agreement with TELUS Corporation under which TELUS has agreed to acquire all of the issued and outstanding common shares of LifeWorks. The proposed transaction represents a premium of 80% and 89% to the closing price and 20-day VWAP, respectively, of LifeWorks’ shares on the Toronto Stock Exchange as at June 14, 2022. The total transaction value, including net debt, is approximately C$2.9 billion.  The proposed transaction received the unanimous approval of LifeWorks’ board of directors following a unanimous recommendation of a special committee of independent directors and is subject to shareholder approval among other customary conditions.

Pursuant to the proposed transaction, LifeWorks shareholders will have the option to elect to receive C$33.00 per LifeWorks share in cash, 1.0642 TELUS shares per LifeWorks share, representing share consideration of C$33.00 based on the 20-day volume weighted average price of TELUS shares on the Toronto Stock Exchange, or C$16.50 in cash plus 0.5321 TELUS shares per LifeWorks share, representing 50% cash consideration and 50% share consideration.

LifeWorks is a world leader in providing digital and in-person solutions that support the total wellbeing of individuals – mental, physical, financial and social.  LifeWorks delivers a personalized continuum of care that helps its clients improve the lives of their people and by doing so, improving their business.

TELUS is a dynamic, world-leading communications technology company with 17 million customer connections spanning wireless, data, IP, voice, television, entertainment, video, and security. 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.

The Osler team consisted of Emmanuel Pressman (Picture), Kai Sheffield, Michael Innes, Lynne Lacoursière, Andrew MacDougall, Emery White, Douglass Dawson (Corporate), Shuli Rodal, Gajan Sathananthan (Competition), Damian Rigolo (Employment & Labour), Andrea Boctor, Jonathan Wypych (Pensions & Benefits), Drew Morier and Taylor Cao (Tax).

 

Involved fees earner: Andrea Boctor – Osler Hoskin & Harcourt; Taylor Cao – Osler Hoskin & Harcourt; Douglass Dawson – Osler Hoskin & Harcourt; Michael Innes – Osler Hoskin & Harcourt; Lynne Lacoursière – Osler Hoskin & Harcourt; Andrew MacDougall – Osler Hoskin & Harcourt; Drew Morier – Osler Hoskin & Harcourt; Emmanuel Pressman – Osler Hoskin & Harcourt; Damian Rigolo – Osler Hoskin & Harcourt; Shuli Rodal – Osler Hoskin & Harcourt; Gajan Sathananthan – Osler Hoskin & Harcourt; Kai Sheffield – Osler Hoskin & Harcourt; Emery White – Osler Hoskin & Harcourt; Jonathan Wypych – Osler Hoskin & Harcourt;

Law Firms: Osler Hoskin & Harcourt;

Clients: LifeWorks;

Sonia Carcano

Author: Sonia Carcano