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Indigo Books & Music Inc
Symbol IDG
Shares Issued 27,666,558
Close 2024-02-01 C$ 1.48
Market Cap C$ 40,946,506
Recent Sedar Documents

Indigo receives $2.25-a-share offer from Trilogy

2024-02-01 17:11 ET - News Release

Mr. Gerald Schwartz reports

INDIGO CONFIRMS RECEIPT OF UNSOLICITED NON-BINDING PRIVATIZATION PROPOSAL

Indigo Books & Music Inc.'s board of directors of the company has received a non-binding proposal from Trilogy Retail Holdings Inc. (TRHI) and Trilogy Investments LP (TLIP, and together with TRHI, Trilogy) outlining a potential transaction to acquire all of the issued and outstanding common shares of the company that Trilogy and its joint actors do not currently own for $2.25 in cash per common share of the company. Trilogy, together with its joint actors, currently own an aggregate of 16,774,665 common shares of Indigo, representing approximately 60.63 per cent of the issued and outstanding common shares of the company as of the date hereof. TRHI and TLIP are controlled by Gerald W. Schwartz, a member of the board.

The board will review the proposal to determine the course of action that it believes is in the best interest of the company. The board has established a special committee of independent directors that will evaluate the proposal and any viable alternatives that may be available to the company and make recommendations to the board. The special committee will supervise the preparation of a formal valuation by an independent valuator regarding the proposal.

The board cautions shareholders and others considering trading in securities of the company that it has only received the proposal, and no decisions have been made by the board or the special committee with respect to the company's response to the proposal or the transaction contemplated by the proposal. The proposal is non-binding, and there can be no assurance that the transaction contemplated by the proposal, or any other transaction, will be completed. Shareholders do not need to take any action with respect to the proposal at this time.

The company expects that the transaction contemplated by the proposal or any similar transaction would be subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, which would require that the company obtain approval of a majority of minority shareholders of the company (being shareholders not affiliated with Trilogy).

The transaction contemplated by the proposal would be subject to shareholder approval and other conditions customary for a transaction of this type.

The company intends to provide updates if and when necessary in accordance with applicable securities laws.

About Indigo Books & Music Inc.

Indigo is a publicly traded Canadian company listed on the Toronto Stock Exchange. Indigo is Canada's leading book and lifestyle retailer, offering a curated assortment of books, gifts, home, wellness, fashion, paper, and baby and kids products that support customers by simplifying their journey to living with intention. The company operates retail stores in all 10 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, N.J. Retail operations are seamlessly integrated with the company's digital channels, including the Indigo website and the mobile application, 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 people.

The company supports a separate registered charity, called the Indigo Love of Reading 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-million to more than one million students across Canada since 2004.

We seek Safe Harbor.

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