GDI Integrated Facility Services Inc. Files Management Information Circular for Special Meeting of Shareholders and Confirms Receipt of Interim Order for Previously Announced Plan of Arrangement

LASALLE, QC, Jan. 27, 2026 /CNW/ - GDI Integrated Facility Services Inc. ("GDI" or the "Company") (TSX: GDI) today announced the filing of its management information circular (the "Circular") and related materials for the special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares of the Company to approve the previously-announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement"), pursuant to which an entity (the "Purchaser") affiliated with Birch Hill Equity Partners Management Inc. ("Birch Hill") and Gestion Claude Bigras Inc. ("GCB"), will acquire all the issued and outstanding subordinate voting shares of the Company (other than those beneficially owned by Birch Hill) for $36.60 in cash per share (the "Consideration"), subject to customary closing conditions, as more particularly described in the Circular.

As part of the Arrangement, affiliates of Birch Hill and GCB, controlled by Claude Bigras, President and Chief Executive Officer of the Company (collectively with Birch Hill, the "Rollover Shareholders"), will roll over all of the subordinate voting shares and the multiple voting shares of the Company they beneficially own directly or indirectly for shares of the Purchaser or an affiliate thereof. The Rollover Shareholders, together, currently own all of the multiple voting shares and approximately 2.1% of the subordinate voting shares, collectively representing approximately 38.5% of the issued and outstanding shares of the Company and 41.3% of the votes attached to such shares.

UNANIMOUS SPECIAL COMMITTEE AND BOARD OF DIRECTORS RECOMMENDATIONS

The special committee of independent directors of GDI's Board of Directors (the "Special Committee"), having undertaken a thorough review of, and carefully considered the terms of the Arrangement and a number of other factors, and after consulting with outside legal and financial advisors, has unanimously recommended that the Board of Directors approve the Arrangement and recommend that Shareholders vote in favour of the Arrangement. After careful consideration, having taken into account such factors and matters as it considered relevant, including the Special Committee's unanimous recommendation, the Board of Directors (with interested directors abstaining) has determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Rollover Shareholders), and has unanimously approved the Arrangement and recommends that Shareholders vote IN FAVOUR of the Arrangement.

REASONS FOR THE RECOMMENDATION

In evaluating and approving the Arrangement and in making their determinations and recommendations, each of the Special Committee and the Board of Directors considered a number of factors including, among others, the following:

• Compelling Premium to Trading Price: The Consideration represents a 25% premium to the closing price on December 22, 2025 and a 30% premium to the 20-day volume weighted average trading price of the subordinate voting shares of the Company on the TSX for the period ending on December 22, 2025.
  
  
• Certainty of Value and Liquidity to Shareholders: The Consideration is payable entirely in cash and provides Shareholders with certainty of value and liquidity for their investment, and removes the volatility associated with owning securities of the Company as an independent, publicly-traded company especially considering the limited trading liquidity of the Company's stock on the exchange as well as the risks and uncertainties and longer potential timeline for realizing equivalent value from the Company's strategic plan or other possible strategic alternatives.
  
  
• Value Supported by Formal Valuation and Fairness Opinion: Scotia Capital Inc. ("Scotiabank"), as independent financial advisor to the Special Committee, provided to the Special Committee and the Board of Directors a formal valuation and fairness opinion to the effect that, as at December 22, 2025, and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, the fair market value of the subordinate voting shares of the Company was in the range of $32.00 to $38.50 per subordinate voting share and that the Consideration to be received by the Shareholders (other than the Rollover Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. In connection with such formal valuation and fairness opinion, Scotiabank will receive a fixed fee that is not dependent on the completion of the Arrangement or the conclusions reached.

A full description of the information and factors considered by the Special Committee and the Board of Directors is located in the Circular under the heading "The Arrangement – Reasons for the Arrangement".

DETAILS ABOUT GDI'S SPECIAL MEETING OF SHAREHOLDERS

The Meeting is scheduled to be held in person on Monday, February 23, 2026 at 9:30 a.m. (Eastern time) at St. James Club, Room Midway, located at 1145 Union Avenue, Montréal, Québec, H3B 3C2. Shareholders of record as of January 20, 2026 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well in advance of the Meeting and, in any event, prior to the proxy voting deadline of 9:30 a.m. (Eastern time) on February 19, 2026 (or, if the Meeting is adjourned or postponed, no later than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened Meeting).

The Circular provides important information on the Arrangement and related matters, including voting procedures, the Meeting and instructions for Shareholders unable to attend the Meeting. Shareholders are urged to read the Circular and accompanying materials carefully and in their entirety The mailing of the Circular and accompanying materials to Shareholders of record as of January 20, 2026 has commenced and the materials are available on SEDAR+ at www.sedarplus.ca or on the Company's website at https://gdi.com/investors/.

RECEIPT OF THE INTERIM ORDER

On January 22, 2026, the Company obtained an interim order from the Superior Court of Québec (Commercial Division) (the "Court") providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.

The hearing in respect of the final order approving the Arrangement is expected to take place on February 26, 2026. Subject to obtaining the required approval of Shareholders and the final order and to the satisfaction or waiver of the other conditions to the Arrangement as set out in the arrangement agreement entered into between the Company and the Purchaser on December 22, 2025, the Arrangement is expected to be completed in the first quarter of 2026.

SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE

Shareholders who have questions about the information contained in the Circular or require assistance with voting or in completing the form of proxy or voting instruction form should contact Sodali & Co., GDI's shareholder communications advisor and proxy solicitation agent, by toll free phone call in North America to 1-833-711-4834 or to 1-289-695-3075 for banks, brokers, and callers outside North America or by email at assistance@investor.sodali.com.

ABOUT GDI

GDI is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, distribution centers, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centres, airports and other transportation facilities. GDI's commercial facility services capabilities include commercial janitorial and building maintenance, energy advisory and system optimization, the installation, maintenance and repair of HVAC-R, mechanical, electrical and building automation systems, as well as other complementary services such as janitorial products manufacturing. GDI's subordinate voting shares are listed on the Toronto Stock Exchange (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking information within the meaning of securities laws, including statements relating to the anticipated benefits of the Arrangement for GDI and its stakeholders, regulatory, shareholder and Court approvals and the anticipated timing of completion of the Arrangement. Forward looking information may relate to GDI's future outlook and anticipated events, business, operations, financial performance, financial condition or results, and include the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, shareholder and Court approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement and the completion of the Arrangement on expected terms, the impact of the Arrangement and the dedication of substantial resources from GDI to pursuing the Arrangement on GDI's ability to maintain its current business relationships and its current and future operations, and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities, which GDI believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to GDI, they may prove to be incorrect. It is impossible for GDI to predict with certainty the impact that the current economic uncertainties may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties (including those described in the "Risk Factors" section of the Company's annual information form for the year ended December 31, 2024 and the Circular) that could cause actual results to differ materially from what GDI currently expects. Namely, these factors include risks 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 regulatory, shareholder and Court approvals and other conditions to the closing of the Arrangement or for other reasons, the failure to complete the Arrangement which could negatively impact the price of the shares or otherwise affect the business of GDI, the dedication of significant resources to pursuing the Arrangement and the restrictions imposed on GDI while the Arrangement is pending, the uncertainty surrounding the Arrangement that could adversely affect GDI's retention of customers and business partners, or the occurrence of a material adverse effect leading to the termination of the arrangement agreement. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to, the Company is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law.

SOURCE GDI Integrated Facility Services Inc.

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