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Indigo Books & Music Inc
Symbol IDG
Shares Issued 27,679,058
Close 2024-04-30 C$ 2.48
Market Cap C$ 68,644,064
Recent Sedar Documents

Indigo Books to hold special shareholder meeting May 27

2024-04-30 17:15 ET - News Release

Ms. Madison Downey reports

INDIGO ANNOUNCES RECEIPT OF INTERIM ORDER IN RESPECT OF PROPOSED ARRANGEMENT WITH TRILOGY AND PROVIDES DETAILS OF SHAREHOLDER MEETING

The Ontario Superior Court of Justice (commercial list) has granted an 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 LP will acquire approximately 39.4 per cent of the issued and outstanding common shares of Indigo Books & Music Inc. that TILP, Trilogy Retail Holdings Inc., and their respective affiliates and joint actors do not currently own for $2.50 per share in cash. The interim order authorizes the calling and holding of a 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-per-cent premium to Indigo Books' closing price of $1.48 per share on the Toronto Stock Exchange on Feb. 1, 2024, being the last trading day prior to the public announcement of Trilogy's non-binding proposal to acquire the minority shares, a 56-per-cent premium to the 20-business-day volume-weighted average price for Indigo Books' common shares on the Toronto Stock Exchange on Feb. 1, 2024, and an 11-per-cent increase in the consideration as compared with the initial proposal of $2.25 per share. The cash premium transaction will provide holders of minority shares 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 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 and related proxy materials in respect of the special meeting have been filed and are available under Indigo Books' profile on SEDAR+. 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 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 (66-2/3rds per cent) 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 per cent) 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 the proxy solicitation agent and strategic shareholder adviser, 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 Books & Music Inc.

Indigo Books is a publicly traded Canadian company listed on the Toronto Stock Exchange (IDG). Indigo Books is Canada's leading book and lifestyle retailer. 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 Books 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 Books believes in real books, in living life fully and generously, and in being kind to one other and that stories -- big and little -- connect.

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 $35.0-million to more than one million students across Canada since 2004.

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