Indigo Shareholders Approve Arrangement with Trilogy
TORONTO, May 27, 2024 /CNW/ - Indigo Books & Music Inc. (TSX: IDG) ("Indigo" or the "Company"), Canada's leading book and lifestyle retailer, is pleased to announce the voting results from its special meeting of shareholders conducted today (the "Meeting") in connection with the proposed acquisition of Indigo by Trilogy Investments L.P. ("TILP") by way of plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement").
The Arrangement requires (i) the approval of 66⅔% of the votes cast by shareholders of the Company present or represented by proxy and entitled to vote at the Meeting, including TILP ("Company Shareholders") and (ii) the approval of a simple majority of the votes cast by shareholders of the Company present or represented by proxy and entitled to vote at the Meeting, excluding TILP and its affiliates and any other person required to be excluded for the purpose of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("Minority Shareholders"). At the Meeting, the resolution approving the Arrangement was approved by (i) 95.09% of the votes cast by Company Shareholders, and (ii) 82.49% of the votes cast by Minority Shareholders. A copy of the report of voting results is available on the Company's SEDAR+ profile at www.sedarplus.ca.
"We are pleased with the result of today's vote and look forward to continuing our work on Indigo's transformation strategy," said Heather Reisman, Chief Executive Officer of Indigo. "We remain deeply committed to our customers and to all our stakeholders as we work together to inspire reading and enrich the lives of booklovers across the country."
Indigo is scheduled to seek a final order from the Ontario Superior Court of Justice (Commercial List) (the "Final Order") approving the transaction on May 30, 2024. In addition to receipt of the Final Order, the completion of the Arrangement is subject to the satisfaction or waiver of other customary conditions. Assuming that the remaining conditions are satisfied, it is expected that the Arrangement will be effected on or about May 31, 2024.
Following completion of the Arrangement, it is anticipated that the common shares of Indigo will be delisted from the Toronto Stock Exchange (the "TSX"). Trilogy also intends to cause Indigo to apply to cease to be a reporting issuer under applicable Canadian securities laws, and to otherwise terminate Indigo's public reporting requirements, following completion of the Arrangement.
Indigo is a publicly traded Canadian company listed on the Toronto Stock Exchange (IDG). Indigo is Canada's leading book and lifestyle retailer. The Company operates retail stores in all ten provinces and one territory in Canada, and also has retail operations in the United States through a wholly-owned subsidiary, operating one retail store in Short Hills, New Jersey. Retail operations are seamlessly integrated with the Company's digital channels, including the www.indigo.ca website and the mobile applications, which are extensions of the physical stores and offer customers an expanded assortment of book titles, along with a meaningfully curated assortment of general merchandise. Indigo believes in real books, in living life fully and generously, in being kind to each other and that stories – big and little – connect us.
The Company supports a separate registered charity, called the Indigo Love of Reading Foundation (the "Foundation"), which is committed to addressing educational inequality, and more specifically, the literacy crisis in Canada. The Foundation provides resources including new books and learning materials, training and year-round curation support to help ensure teachers, education staff, school administrators and other key stakeholders have the tools they need to promote literacy in their communities. With the support of the Company, its customers, employees, and suppliers, the Foundation has committed over $35.0 million to more than 1,000,000 students across Canada since 2004.
To learn more about Indigo, please visit the "Our Company" section at indigo.ca.
This press release contains statements that are "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, among other things, statements regarding the Arrangement, including the anticipated timing of completion of the Arrangement, the timing of the Final Order, the delisting of Indigo common shares from the TSX, and other statements that are not historical facts. There can be no assurance that the Arrangement will ultimately be completed or that other forward-looking statements contained herein will prove to be accurate. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate, which depend on various factors, many of which are beyond the Company's control. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update any forward-looking statement contained in this press release even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.
SOURCE Indigo Books & Music Inc.
Madison Downey, Public Relations, [email protected]
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