Indigo Confirms Receipt of Unsolicited Non-Binding Privatization Proposal
TORONTO, Feb. 1, 2024 /CNW/ - Indigo Books & Music Inc. (TSX: IDG) ("Indigo" or the "Company"), Canada's leading book and lifestyle retailer, announced today that the Board of Directors of the Company (the "Board") received a non-binding proposal from Trilogy Retail Holdings Inc. ("TRHI") and Trilogy Investments L.P. ("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 (the "Proposal"). Trilogy, together with its joint actors, currently own an aggregate of 16,774,665 common shares of Indigo, representing approximately 60.63% of the issued and outstanding common shares of the Company (the "Common Shares") as of the date hereof. TRHI and TLIP are controlled by Mr. 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 (the "Special Committee") 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 (IDG). Indigo is Canada's leading book and lifestyle retailer, offering a curated assortment of books, gifts, home, wellness, fashion, paper, baby and kids products, that support customers by simplifying their journey to Living with Intention. The Company operates retail stores in all ten 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, New Jersey. Retail operations are seamlessly integrated with the Company's digital channels, including the www.indigo.ca 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 believes in real books, in living life fully and generously, in being kind to each other and that stories – big and little – connect us.
The Company supports a separate registered charity, called the Indigo Love of Reading Foundation (the "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 1,000,000 students across Canada since 2004.
To learn more about Indigo, please visit the "Our Company" section at indigo.ca.
Forward-Looking Statements
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", "suggest", "plan", "believe", "intend", "estimate", "target", "project", "should", "could", "would", "may", "will" and other similar expressions are intended to identify forward-looking statements. Forward–looking statements include, among other things, the Proposal. There can be no assurance that the Proposal will result in a formal offer or that any such offer will ultimately result in a completed transaction. 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. 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, 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; ongoing impacts from the ransomware attack; the future impacts and government response to the COVID-19 pandemic, including any impact to online and/or retail operations of the Company; competitive actions by other companies; changes in laws or regulations; and other factors. 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 June 27, 2023 and available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca, as well as other filings and reports that the Company may make from time to time. As a result of such risks, we cannot guarantee that any given forward-looking statement will materialize. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. We assume no obligation to update any forward-looking statement contained in this press release even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.
SOURCE Indigo Books & Music Inc.
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