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Indigo Books & Music Inc
Symbol IDG
Shares Issued 27,684,158
Close 2024-05-14 C$ 2.48
Market Cap C$ 68,656,712
Recent Sedar Documents

Indigo Books' Trilogy deal receives proxy firm support

2024-05-14 19:29 ET - News Release

An anonymous director reports

LEADING INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND INDIGO SHAREHOLDERS APPROVE ARRANGEMENT WITH TRILOGY

Institutional Shareholder Services, a leading independent proxy advisory firm that provides voting recommendations to shareholders and whose analyses and recommendations are relied upon by many major institutional investors, has released a report recommending that Indigo Books & Music Inc.'s shareholders vote in favour of the proposed plan of arrangement with Trilogy Investments LP, whereby TILP will acquire the approximately 39.4 per cent of the issued and outstanding common shares of Indigo Books that TILP, Trilogy Retail Holdings Inc., and their respective affiliates and joint actors do not currently own for $2.50 per share in cash, as announced on April 3, 2024.

The ISS report stated, among other things: "The cash consideration represents an approximate 69-per-cent premium to the company's share price on the date immediately prior to the original announcement, providing both certain and immediate value. ... The valuation appears credible, the offer stands above the midpoint or near the top of the range implied under each valuation analysis, and represents a price per share not realized since September of 2022."

Glass, Lewis & Co. LLC, a leading independent proxy advisory firm, has also released a report recommending that shareholders vote in favour of the arrangement.

Shareholders of record at the close of business on April 18, 2024, are entitled to vote their common shares of Indigo Books at a special meeting of shareholders to be held on May 27, 2024, at 11 a.m. Toronto time, in person and in a virtual format.

Full details of the proposed arrangement and voting instructions are set out in the company's management information circular dated April 24, 2024, and related proxy materials in respect of the special meeting, which were mailed to shareholders on April 30, 2024, and are available under Indigo Books' profile on SEDAR+.

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

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