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TORONTO, April 30, 2024 /PRNewswire/ – Indigo Books
The acquisition value of $2. 50 percentage reflects a 69% premium to Indigo’s final value of $1. 48 percentage on the Toronto Stock Exchange (the “TSX”) on February 1, 2024, the last trading day before the public announcement. of Trilogy’s non-sale binding proposal to obtain the percentage minority (the “Initial Proposal”), a 56% premium over the 20-business-day volume-weighted average value of Indigo’s usual percentages on the TSX on February 1, 2024 and an 11% increase in attention to the original proposal of $2. 25 per percentage. The monetary premium transaction will provide minority percentage holders (“minority percentages”) with a quick and secure cost that is expected to be greater than that realizable in the foreseeable future.
With the unanimous advice of a special committee of the Company’s Board of Directors composed entirely of independent directors, the Company’s Board of Directors (excluding directors in conflict of interest) has unanimously decided that the Agreement is fair to minority shareholders and in the Company’s most productive interests and unanimously recommends that the Minority Shareholders vote in favor of resolving the Arrangement at the Meeting Special.
Details of the Extraordinary Shareholders’ Meeting and Implementation of the Arrangement
The Interim Order authorizes and directs the Special Assembly to be held on Monday, May 27, 2024, at 11 a. m. m. (Toronto time) in user form and virtually. Shareholders of record at the close of business on April 18, 2024 have the right to obtain the holding of a meeting, participate and vote their shares in the Company at the Special Meeting. The Control Data Circular (the “Circular”) and similar proxy documents relating to the Special Assembly have been archived and are available on Indigo’s SEDAR profile in www. sedarplus. ca. The circular and similar documents were also mailed to minority shareholders. It sets out the main points of the special meeting and the manner in which shareholders or their duly appointed representatives could attend, access and participate in the special meeting. in the circular.
Implementation of the Arrangement is subject to approval at the Extraordinary Meeting through: (i) at least two-thirds (66 2/3%) of the votes cast through the Company’s shareholders provided or renewed by proxy and entitled to vote at the Extraordinary Meeting, and (ii) an undeniable majority (more than 50%) of the votes cast through the Company’s shareholders provided or renewed by proxy and entitled to vote at the Extraordinary Meeting, other than votes to the Company’s shares obtained through Trilogy and affiliates and the Company’s shares held through any other shareholder must be excluded under Multilateral Instrument 61-101 Protection of Minority Holders of Securities in transactions.
In addition to obtaining the required approval of the Company’s shareholders, the final touch to the Settlement is subject to final court approval of the Settlement and satisfaction or waiver of other standard situations until the final touch of the Settlement.
Any questions
If you have any questions about the information contained in this press in connection with the Special Meeting, please contact our proxy agent and strategic shareholder advisor, Morrow Sodali, at 1-888-777-2092 (toll-free in North America). 1-289-695-3075 (outside North America) or by email to asistencia@morrowsodali. com.
About Indigo
Indigo is a Canadian publicly traded company indexed on the Toronto Stock Exchange (IDG). Indigo is Canada’s largest e-book and lifestyle products store. The company operates retail outlets in all ten provinces and one territory in Canada, and also has retail stores. operations in the United States through a wholly-owned subsidiary, which operates a retail store in Short Hills, New Jersey. Retail operations are seamlessly incorporated into the company’s virtual channels, adding the www. indigo. ca online page and mobile apps, which are extensions of physical outlets and offering consumers an expanded collection of e-book titles, as well as a fully curated collection of general products. Indigo believes in genuine e-books, in living life fully and generously, in being kind to each other, and in stories – big and small – to be attached to us.
The Society assists a separate registered charity, called the Indigo Love of Reading Foundation (the “Foundation”), which is committed to addressing school inequities and, in particular, the literacy crisis in Canada. The Foundation provides resources, adds new books, and learns materials, training, and conservation help throughout the year, to ensure that teachers, school staff, school administrators, and other key stakeholders have the equipment they want to promote literacy in their communities. With the help of the company, its customers, workers, and suppliers, the Foundation has committed more than $35. 0 million to more than one million scholars across Canada since 2004.
To learn more about Indigo, visit the “Our Company” segment in indigo. ca.
Forward-Looking Statements
This press release constitutes “forward-looking information” within the meaning of applicable Canadian securities legislation. Some forward-looking statements can be learned through the use of forward-looking terminology. Statements that are not of a former nature, adding the words “anticipate,” “expect,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “may,” “may” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the Settlement, adding the expected timing of the Special Assembly and other statements that are not past facts.
There can be no assurance that the Agreement will ultimately be consummated or that other forward-looking statements contained herein will prove to be accurate. These statements are “forward-looking” because they are based on the Company’s existing expectations related to the markets in which it operates and on various estimates and assumptions, adding assumptions related to the ability to consummate the Agreement on the terms contemplated, whether situations precedents until the completion of the agreement could be satisfied, as well as assumptions related to supply and long-term business strategies, local and global economic situations and the environment in which the Company operates. Actual events or effects could differ materially from those anticipated in such forward-looking statements if dangers to our business are known or unknown, or if our estimates or assumptions prove inaccurate. Factors that could also cause actual effects to differ materially from those described or projected herein include, but are not limited to, the following, many of which are beyond the control of the Company: (a) the option that the agreement does not be consummated on the terms and conditions, or schedule, currently contemplated, and which may not be consummated at all due to failure to discharge or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other obligatory final situations for the whole. the agreement or for other reasons; (b) the option of eliminations or adverse adjustments in business relationships resulting from the announcement or consummation of the agreement; c) dangers related to the retention of a key group of workers during the interim period; (d) the option to litigate in connection with the Settlement; (e) hazards similar to the diversion of management’s attention from the daily business activities of the Company; (f) general economic, market or business situations, which come with geopolitical events such as wars, acts of terrorism and civil unrest, as well as the negative effects of inflationary pressures; (g) the ongoing effects of the ransomware attack; (h) long-term impacts and government reaction to the COVID-19 pandemic, adding any impact to the Company’s online and/or retail operations; (h) competitive movements of other companies; (i) adjustments in legislation or regulations; and (j) other dangers inherent in the Company’s business and/or points beyond its control which may also have an adverse effect on the Company or its ability to consummate the Arrangement.
A more detailed assessment of those perils, uncertainties and other perils that may also cause actual occasions or effects to differ materially from our existing expectations can be found in the Company’s filings and reports with the Canadian Securities Administrators, adding the Company’s circular and report. Annual information form dated June 27, 2023 and found in the Company’s issuer profile on SEDAR in www. sedarplus. ca, as well as such other filings and reports as the Company may make from time to time. Because of those dangers, we cannot guarantee that any future projections will materialize. Existing and potential investors are cautioned not to place undue reliance on such forward-looking estimates and projections, which speak only as of the date hereof. We assume no legal responsibility to update any forward-looking statements contained in this press release even if new data becomes available, as a result of long-term events or otherwise, unless required by applicable securities laws and regulations.
SOURCE Indigo Books
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