Company Announcements

GDI Shareholders to receive $36.60 in cash per share

LASALLE, QC , Dec. 23, 2025 /CNW/ - GDI Integrated Facility Services Inc. ("GDI" or the "Company") (TSX: GDI) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with an entity (the "Purchaser") affiliated with Birch Hill Equity Partners Management Inc. ("Birch Hill") and Gestion Claude Bigras Inc. ("GCB"), pursuant to which the Purchaser 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 "Purchase Price"), subject to customary closing conditions (the "Transaction").

As part of the Transaction, affiliates of Birch Hill and CGB, 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, representing approximately 38.5% of the issued and outstanding shares of the Company and 41.3% of the votes attached to such shares.

The Purchase Price offered to the Company's shareholders under the Transaction 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 on the Toronto Stock Exchange for the period ending on December 22, 2025.

GDI BOARD RECOMMENDATION

The Transaction emerged from a proposal (the "Proposal") from Birch Hill, to fully acquire the Company through a take-private transaction, which was reviewed by a special committee of independent directors of GDI's Board of Directors (the "Special Committee"). The Company entered into the Arrangement Agreement based on the unanimous approval of the Company's Board of Directors (with conflicted directors abstaining) after receiving the unanimous recommendation of the Special Committee.

In light of the composition of the Rollover Shareholders, a Special Committee, comprised entirely of directors of GDI who are independent of management and the Rollover Shareholders, was established to consider the Proposal and to conduct all aspects of the Company's response to the proposed Transaction. The Special Committee has conducted all negotiations of the Transaction on behalf of the Company. After receiving advice from independent financial and legal advisors (including the formal valuation and fairness opinion of Scotiabank described below), the Special Committee has unanimously recommended that the Board of Directors approve the Transaction and recommend that GDI's shareholders approve the Transaction. Based on the Special Committee's recommendation, the Board of Directors (with interested and non-independent directors abstaining) has determined that the Transaction is in the best interests of the Company and that the Purchase Price of $36.60 per share is fair to GDI's shareholders (other than the Rollover Shareholders), and is unanimously recommending that shareholders vote in favour of the Transaction.

Scotiabank, as independent financial advisor to the Special Committee, has provided a fairness opinion to the Special Committee and the Board of Directors to the effect that, as at December 22, 2025 and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by the shareholders of GDI (other than the Rollover Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such shareholders.

Scotiabank has also delivered to the Special Committee and the Board of Directors an independent formal valuation of the subordinate voting shares of the Company completed under the supervision of the Special Committee in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), to the effect that, as at December 22, 2025 and based upon and subject to the assumptions, limitations and qualifications stated therein, the fair market value of the subordinate voting shares is in the range of $32.00 to $38.50 per share.

TRANSACTION RATIONALE

• Certainty of Value and Liquidity to Shareholders: The all-cash Purchase Price provides Shareholders with certainty of value and immediate liquidity. The Purchase Price represents a premium of approximately 30% to the 20-trading day volume weighted average trading price of the subordinate voting shares on the Toronto Stock Exchange as of December 22, 2025.
  
  
• Formal Valuation: The Special Committee received an independent formal valuation of the subordinate voting shares of the Company completed under the supervision of the Special Committee in accordance with MI 61-101, to the effect that, as at December 22, 2025 and based upon and subject to the assumptions, limitations and qualifications stated therein, the fair market value of the subordinate voting shares is in the range of $32.00 to $38.50 per share.
  
  
• Fairness Opinion: Scotiabank, as independent financial advisor to the Special Committee, has provided a fairness opinion to the Special Committee and the Board of Directors to the effect that, as at December 22, 2025 and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by the shareholders of GDI (other than the Rollover Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such shareholders.
  
  
• Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board.
  
  
• Break Fee: The break fee payable by the Company of $20M is only payable in limited circumstances such as where the Arrangement Agreement is terminated as a result of a change in the Board's recommendation.
  
  
• Reverse Break Fee: The Company is entitled to a reverse break fee of $30M in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to close.
  
  
• No Financing Condition: The Transaction is not subject to a financing condition.
  
  
• Minority Vote and Court Approval: The Transaction must be approved by two-thirds of the votes cast by holders of multiple voting shares and subordinate voting shares, as well as by a simple majority of the votes cast by holders of subordinate voting shares excluding the shares held by the Rollover Shareholders and any other shareholders required to be excluded from such vote in the context of a "business combination" pursuant to MI 61-101 and by the Superior Court of Québec (Commercial Division) (the "Court"), which will consider the fairness and reasonableness of the Transaction to Shareholders.
  
  
• Support for the Transaction: As described above, the Rollover Shareholders, as well as the directors and certain executive officers of the Company who own shares have entered into voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction.

TRANSACTION DETAILS

The Transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act and is expected to close in the first quarter of 2026, subject to customary closing conditions, including the receipt of required shareholder approval, the approval of the Court, and regulatory approvals and clearances in Canada and the United States. The Transaction is not subject to any financing condition.

Required shareholder approval for the Transaction will consist of (i) at least 66⅔% of the votes cast on the Transaction by holders of subordinate voting shares and multiple voting shares of the Company, voting together as a single class, at a special meeting of shareholders of the Company, and (ii) at least a majority of the votes cast on the Transaction by holders of subordinate voting shares of the Company excluding those held by the Rollover Shareholders or owned or beneficially controlled by any other person required to be excluded pursuant to MI 61-101.

Concurrently with the execution of the Arrangement Agreement, the Purchaser has entered into voting support agreements with the Rollover Shareholders, the directors of the Company and certain executive officers of the Company (collectively, the "Supporting Shareholders"), pursuant to which the Supporting Shareholders have agreed to vote all subordinate voting shares and multiple voting shares of the Company held by them in favour of the Transaction, subject to customary exceptions. The Supporting Shareholders together, currently own all of the multiple voting shares and approximately 5.1% of the subordinate voting shares, representing approximately 40.4% of the issued and outstanding shares of the Company and 43.1% of the votes attached to such shares. The voting support agreements with the Rollover Shareholders are irrevocable and they have indicated to the Special Committee and the Board of Directors that at this time they are only interested in proceeding with the Transaction and are not interested in considering any other acquisition proposal from a third party.

Following completion of the Transaction, the Company will become a privately held company and will apply to cease to be a reporting issuer under Canadian securities laws and the subordinate voting shares will no longer be publicly traded on the Toronto Stock Exchange.

Claude Bigras is expected to remain GDI's Chief Executive Officer and lead the business in all aspects of its operations. GDI's current leadership team is also expected to continue following the conclusion of the Transaction and the head office is expected to remain in the Province of Québec.

Additional information regarding the Transaction will be included in a management information circular that the Company will prepare, file and mail to its shareholders in advance of the special meeting to be held to consider and approve the Transaction. Copies of the Arrangement Agreement and the information circular will be available under the Company's profile on SEDAR+ on www.sedarplus.ca.

ADVISORS

Scotiabank is acting as independent financial advisor and independent valuator to the Special Committee and Desjardins Capital Markets is acting as financial advisor to the Company. Fasken Martineau DuMoulin LLP and Buchanan Ingersoll & Rooney PC are acting as legal advisors to the Company, and McCarthy Tétrault LLP is acting as legal advisor to the Special Committee. National Bank Financial Inc. is acting as financial advisor and Stikeman Elliott LLP is acting as legal advisor to Birch Hill. National Bank Financial Inc. is acting as lead left underwriter for the financing.

EARLY WARNING DISCLOSURE

Further to the requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers, each of Birch Hill and Mr. Bigras will file amended early warning reports in connection with their participation in the Transaction as Rollover Shareholders in accordance with applicable securities laws. A copy of each of the amended early warning reports will be filed with applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.com. Further information and copies of the early warning reports of each of Birch Hill and Mr. Bigras may be obtained by contacting David Hinchey, Executive Vice President of Corporate Development, telephone: 514.937.1851, email: david.hinchey@gdi.com.

ABOUT BIRCH HILL

Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has over $6 billion in assets under management. Since 1994, the firm has made 73 investments, with 59 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $8 billion in total revenue and more than 40,000 employees.

ABOUT GCB

Gestion Claude Bigras Inc. is a private corporation wholly owned and controlled by Claude Bigras, the President and Chief Executive Officer of GDI Integrated Facility Services. Through this company, Mr. Bigras holds and manages his ownership interest in GDI as well as other personal investments. 

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 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 Transaction for GDI and its stakeholders, regulatory, shareholder and Court approvals and the anticipated timing of completion of the Transaction. 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 Transaction and the completion of the Transaction on expected terms, the impact of the Transaction and the dedication of substantial resources from GDI to pursuing the Transaction 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) that could cause actual results to differ materially from what GDI currently expects. Namely, these factors include risks 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 regulatory, shareholder and Court approvals and other conditions to the closing of the Transaction or for other reasons, the failure to complete the Transaction which could negatively impact the price of the shares or otherwise affect the business of GDI, the dedication of significant resources to pursuing the Transaction and the restrictions imposed on GDI while the Transaction is pending, the uncertainty surrounding the Transaction 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.