TORONTO, April 30, 2024 /CNW/ - Indigo Books & Music Inc. (TSX: IDG) ("Indigo" or the "Company"), Canada's leading book and lifestyle retailer, is pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the "Court") has granted an interim order (the "Interim Order") in connection with the previously announced statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario), pursuant to which, subject to the satisfaction or waiver of all applicable conditions precedent, Trilogy Investments L.P. ("TILP") will acquire the approximately 39.4% of the issued and outstanding common shares of Indigo that TILP, Trilogy Retail Holdings Inc. ("TRHI", and together with TILP, "Trilogy") and their respective affiliates and joint actors do not currently own (the "Minority Shares") for $2.50 per share in cash (the "Arrangement"). The Interim Order authorizes the calling and holding of a special meeting (the "Special Meeting") of the Company's shareholders, the granting of dissent rights to registered shareholders and other matters relating to the conduct of the Special Meeting.
The purchase price of $2.50 per share reflects a 69% premium to Indigo's closing price of $1.48 per share on the Toronto Stock Exchange (the "TSX") on February 1, 2024, being the last trading day prior to the public announcement of Trilogy's non-binding proposal to acquire the Minority Shares (the "Initial Proposal"), a 56% premium to the 20 business day volume weighted average price for Indigo's common shares on the TSX on February 1, 2024 and an 11% increase in the consideration as compared to the Initial Proposal of $2.25 per share. The cash premium transaction will provide holders of Minority Shares ("Minority Shareholders") with immediate and certain value that is expected to be higher than that realizable in the foreseeable future.
On the unanimous recommendation of a special committee of the board of directors of the Company consisting entirely of independent directors, the board of directors of the Company (excluding conflicted directors) unanimously determined that the Arrangement is fair to Minority Shareholders and in the best interests of the Company and unanimously recommends that Minority Shareholders vote in favour of the resolution relating to the Arrangement at the Special Meeting.
Details of the Special Meeting of Shareholders and Implementation of the Arrangement
The Interim Order authorizes and orders that the Special Meeting be held on Monday, May 27, 2024 at 11:00 a.m. (Toronto time) in person and in a virtual format. Shareholders of record as of the close of business on April 18, 2024 are entitled to receive notice of, to participate in and to vote their shares of the Company at the Special Meeting. The management proxy circular (the "Circular") and related proxy materials in respect of the Special Meeting have been filed and are available under Indigo's profile on SEDAR+ at www.sedarplus.ca. The Circular and related materials have also been mailed to Minority Shareholders. Details of the Special Meeting and how shareholders or their duly appointed proxyholders can attend, access and participate in the Special Meeting are set out in the Circular.
Implementation of the Arrangement is subject to the approval at the Special Meeting by: (i) at least two-thirds (66 2/3%) of votes cast by the Company's shareholders present or represented by proxy and entitled to vote at the Special Meeting, and (ii) a simple majority (more than 50%) of the votes cast by the Company's shareholders present or represented by proxy and entitled to vote at the Special Meeting, other than the votes attached to the shares of the Company held by Trilogy and its affiliates and the shares of the Company held by any other shareholder required to be excluded under Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions.
In addition to the receipt of the requisite approval of the shareholders of the Company, the completion of the Arrangement is subject to the final approval of the Arrangement by the Court and the satisfaction or waiver of the other customary conditions to completion of the Arrangement.
Questions
If you have any questions about the information contained in this press release in connection with the Special Meeting, please contact our proxy solicitation agent and strategic shareholder advisor, Morrow Sodali, at 1-888-777-2092 (toll-free in North America) or at 1-289-695-3075 (outside of North America) or by e-mail at assistance@morrowsodali.com.
About Indigo
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.
Forward-Looking Statements
This press release contains statements that are "forward-looking information" within the meaning of applicable Canadian securities legislation. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words "anticipate", "expect", "believe", "intend", "estimate", "target", "project", "should", "could", "may", "will" and other similar expressions are intended to identify forward-looking statements. Forward-looking statements include, among other things, statements regarding the Arrangement, including the anticipated timing of the Special Meeting, 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. These statements are "forward-looking" because they are based on the Company's current expectations about the markets in which the Company operates and on various estimates and assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates. 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. Among the factors that could cause actual results to differ materially from those described or projected herein include, but are not limited to, the following, many of which are beyond the Company's control: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; (f) general economic, market or business conditions, which include geopolitical events such as war, acts of terrorism, and civil disorder and the adverse impacts of inflationary pressures; (g) ongoing impacts from the ransomware attack; (h) the future impacts and government response to the COVID-19 pandemic, including any impact to online and/or retail operations of the Company; (h) competitive actions by other companies; (i) changes in laws or regulations; and (j) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement.
You will find a more detailed assessment of these risks, uncertainties and other risks that could cause actual events or results to materially differ from our current expectations in the filings and reports that the Company makes with the Canadian Securities Administrators, including the Circular and the Company's annual information form dated June 27, 2023 and available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca, as well as other filings and reports that the Company may make from time to time. As a result of such risks, we cannot guarantee that any given forward-looking statement will materialize. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, 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.
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