TELUS Corporation (“TELUS”) today announced that it has entered into a definitive agreement with La Caisse, a global investment group and Canada’s second-largest pension fund, who will acquire a 49.9% equity interest in each of Terrion LP (“Terrion”) and its general partner, Terrion GP Inc., for approximately $1.26 billion. Terrion, a newly created tower operator headquartered in Montreal, will hold passive macro wireless infrastructure assets, commonly known as cell towers, that TELUS is carving out of its business. TELUS will retain full ownership and control of all active network components and security systems, ensuring continued leadership in mobile network coverage, reliability and superiority.  This transaction underscores the company’s progress toward robust and long-term sustainable growth, as the proceeds will be used to accelerate deleveraging. The transaction values Terrion at over $2.5 billion and is expected to reduce TELUS’ net debt by approximately $1.26 billion, or by approximately 0.17x of TELUS’ current net debt-to-EBITDA ratio.

The partnership establishes Terrion as Canada’s largest dedicated wireless tower operator and enables wholesale access and third party co-location in support of national wireless competition in Canada as part of TELUS’ ongoing commitment to bring world leading connectivity to more Canadians.

“This transformative partnership unlocks significant value for TELUS shareholders and enhanced connectivity for our customers. Notably, it accelerates our path toward our target net debt-to-EBITDA ratio of 3.0x by 2027, while supporting Canada’s global leadership in wireless connectivity,” said Darren Entwistle, President and CEO, TELUS. “The establishment of Terrion allows TELUS to focus on our innovative service offerings and next-generation connectivity for the benefit of our customers, while enabling Terrion to specialize in infrastructure development, site management and third-party co-location. Importantly, just as we enable our telecom peers with wholesale access to our mobility network to serve their customers, Terrion will provide an avenue for other wireless carriers to leverage TELUS’ infrastructure on a wholesale basis for the betterment of their mobility businesses. Additionally, this transaction is in line with the federal government’s objectives of enhancing national connectivity and digital infrastructure, exemplifying the type of large-scale development Canada needs to maintain its competitive advantage in the global digital economy. Importantly, I am thrilled to welcome my long-time colleague, Eros “Woody” Spadotto, back to our TELUS family, as he assumes the exciting and important role of CEO of Terrion. Moreover, I extend my sincere appreciation to the dedicated teams at TELUS and La Caisse who worked diligently, innovatively and collaboratively to bring this important initiative to fruition.”

Under the terms of a pre-closing reorganization to be completed by TELUS, Terrion will emerge as Canada’s largest dedicated tower operator, with roughly 3,000 sites across British Columbia, Alberta, Ontario and Quebec. Having a single company focused on tower expansion and developing new industry-wide partnerships will positively impact all wireless providers’ abilities to enhance coverage, capacity and service improvements for Canadians. Terrion will enter into an agreement to lease capacity on the towers to TELUS for an initial period of 8 years, with renewal options thereafter, ensuring seamless access to existing and new towers. TELUS will hold a 50.1% equity interest in Terrion, with La Caisse holding the remaining 49.9%. Aside from existing leases, Terrion will be unlevered at closing. TELUS will consolidate Terrion’s results into its financial statements.

“With this investment, we are partnering with TELUS to establish Canada’s largest dedicated wireless tower operator, an important step in strengthening the country’s digital connectivity and mobile network resilience,” said Emmanuel Jaclot, Executive Vice-President and Head of Infrastructure at La Caisse. “La Caisse brings a combination of telecom sector expertise, long-term capital and an active asset management approach to help establish Terrion as a full-fledged player and position it for long-term growth. This landmark transaction complements our existing portfolio of tower companies across the United States, Europe and New Zealand.”

“We are privileged to partner with La Caisse, a preeminent Canadian pension fund with meaningful tower experience and a strong record of execution that shares our commitment to stewardship and to advancing connectivity and prosperity across Canada,” said Eros Woody Spadotto, Chief Executive Officer of Terrion. “With nearly 3,000 sites — including coverage in six of the country’s top seven metropolitan areas — we are proud to become Canada’s leading dedicated tower company. Together, we’re building the digital foundation for a stronger, more connected future — one that’s built for excellence, inspired by partnership and driven by innovation.”

Terrion will deliver high-performance wireless towers and rooftop installations, purpose-built for scalable, multi-tenant use and next-generation technologies that will forge the backbone of Canada’s digital future. Terrion will seamlessly blend cutting-edge tower technology, relentless innovation and sleek design to meet the unique challenges of modern connectivity in urban landscapes and rural environments alike.

The transaction is subject to regulatory approvals and other customary closing conditions, which are expected to be received before the end of Q3, 2025.

Advisors

TELUS has retained TD Securities Inc. as its exclusive financial advisor and Osler, Hoskin & Harcourt LLP and Allen Overy Shearman Sterling LLP as its legal advisors. La Caisse has retained Stikeman Elliott as its legal advisor. National Bank Financial Markets has assisted La Caisse on financing matters.

Forward-Looking Statements

This news release contains forward-looking statements relating to, among other things, future events pertaining to the proposed transaction, including the expected use of proceeds from the proposed transaction, TELUS’ relationship with and control over Terrion, the closing of the proposed transaction on the terms described in this news release, the expected timing of closing of the proposed transaction and the realization of expected benefits to TELUS, its shareholders and Canadian consumers. The terms TELUS, we, us and our refer to TELUS Corporation, and, where the context of the narrative permits or requires, its subsidiaries. Forward-looking statements include any statements that do not refer to historical facts, including statements relating to the proposed transaction. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, strategy, target and other similar expressions, or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, predict, seek, should, strive and will. These statements are made pursuant to the “safe harbour” provisions of applicable securities laws in Canada and the United States Private Securities Litigation Reform Act of 1995.

By their nature, forward-looking statements are subject to inherent risks and uncertainties and are based on assumptions, including assumptions about future economic conditions and courses of action. These assumptions may ultimately prove to have been inaccurate and, as a result, our actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements or could cause our current objectives, strategies and intentions to change. There is significant risk that the forward-looking statements will not prove to be accurate.

Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future performance and events to differ materially from those described in the forward-looking statements. Among the factors that could cause actual results to differ materially include, but are not limited to whether the proposed acquisition or any other transaction will be consummated, the possibility for the proposed transaction not to be completed on the terms and conditions set forth in the definitive agreement, or on the timing, contemplated thereby, and that it may not be completed at all, due to a failure to satisfy, in a timely manner or otherwise, conditions to the closing of the proposed transaction or for other reasons, the possibility that TELUS may not realize any or all of the anticipated benefits from the proposed transaction, as well as the other risk factors as set out in our 2024 annual management’s discussion and analysis and in other TELUS public disclosure documents and filings with securities commissions in Canada (on SEDAR+ at sedarplus.ca) and in the United States (on EDGAR at sec.gov). Additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required by applicable law, TELUS disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Forward-looking statements are set forth herein for the purpose of giving information about the proposed transaction and its expected impact. Readers are cautioned that such information may not be appropriate for other purposes. The completion of the proposed transaction is subject to closing conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed transaction will occur, or that it will occur on the terms and conditions contemplated in this news release. The proposed transaction could be modified, restructured or terminated. There can also be no assurance that the benefits expected to result from the proposed transaction will be fully realized.

This cautionary statement qualifies all of the forward-looking statements in this document.