INDIGO AGREES TO BE TAKEN PRIVATE BY TRILOGY AT $2.50 PER SHARE
Indigo enters into definitive agreement at increased offer price relative to initial proposal
Shareholders will receive
Transaction provides immediate and certain cash value to Minority Shareholders of Indigo
Today's announcement is the culmination of negotiations that took place following the public announcement on
The purchase price of
Special Committee and Board Approval
The Special Committee was established by the Board to consider the Initial Proposal, as well as other alternatives available to the Company and, if it deemed advisable, negotiate with Trilogy. Following a comprehensive evaluation of the Initial Proposal and negotiations between the Special Committee and Trilogy on price and other terms of the Transaction, the Special Committee unanimously recommended that the Board approve the Transaction. The Board (excluding conflicted directors), having received the unanimous recommendation of the Special Committee, unanimously determined that the Transaction is in the best interests of the Company and fair to the Minority Shareholders and recommends that Minority Shareholders vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction.
Formal Valuation and Fairness Opinion
In connection with its review of the Transaction, the Special Committee retained
Transaction Details
The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (
The Company expects to hold the special meeting of shareholders to consider and to vote on the Transaction in
Further details regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its issuer profile on SEDAR+ at www.sedarplus.ca. Additional information regarding the terms of the Arrangement Agreement, the background of the Transaction and the independent valuation and fairness opinions will be provided in the information circular for the special meeting of shareholders, which will also be filed by the Company under its issuer profile on SEDAR+ at www.sedarplus.ca.
Voting and Support Agreements
All independent directors and senior officers of the Company have entered into voting and support agreements to vote their Minority Shares in favour of the Transaction, subject to certain customary exceptions.
Advisors
TRHI beneficially owns, or exercises control or direction over, 7,761,739 common shares, representing approximately 28% of the issued and outstanding common shares, and TILP beneficially owns, or exercises control or direction over, 7,740,235 common shares, representing approximately 28% of the issued and outstanding common shares, as of the date hereof.
Trilogy beneficially owns, or exercises control or direction over, an aggregate of 15,501,974 common shares of the Company, representing approximately 56% of the issued and outstanding common shares as of the date hereof.
Trilogy, together with its affiliates and joint actors, beneficially owns, or exercises control or direction over, an aggregate of 16,774,665 common shares of the Company, representing approximately 60.6% of the issued and outstanding common shares as of the date hereof.
Upon completion of the Transaction, Trilogy intends to cause Indigo's common shares to cease to be listed on the TSX and to cause Indigo to apply to cease to be a reporting issuer under applicable Canadian securities laws, and to otherwise terminate Indigo's public reporting requirements.
An early warning report will be filed in accordance with applicable securities laws and will be available on Indigo's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Trilogy,
Indigo's head office is located at
Indigo is a publicly traded Canadian company listed on the
The Company supports a separate registered charity, called the
To learn more about Indigo, please visit the "Our Company" section at indigo.ca.
For further information, please contact:
Public Relations
mdowney@indigo.ca.
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 with respect to the Transaction, including the expected timing of the shareholder meeting and closing and various other steps to be completed in connection with the Transaction, and other statements that are not historical facts.
There can be no assurance that the Transaction 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 our current expectations about the markets we operate in and on various estimates and assumptions, including assumptions regarding the ability to complete the Transaction on the contemplated terms, that the conditions precedent to closing of the Transaction 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 Transaction 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 Transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Transaction; (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 Transaction.
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 in the Company's annual information form dated
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