Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Indigo Shareholders Approve Arrangement with Trilogy
TORONTO, May 14, 2024 /CNW/ – Indigo Books & Music Inc. (TSX: IDG) (“Indigo” or the “Company”), Canada’s leading book and lifestyle retailer, is pleased to announce that Institutional Shareholder Services (“ISS”), 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 (the “ISS Report”) recommending that the Company’s shareholders (“Shareholders”) vote in favour of the proposed plan of arrangement with Trilogy Investments L.P. (“TILP”), whereby TILP will acquire the approximately 39.4% of the issued and outstanding common shares of Indigo that TILP, Trilogy Retail Holdings Inc. (together with TILP, “Trilogy”) and their respective affiliates and joint actors do not currently own for $2.50 per share in cash (the “Arrangement”), as announced on April 2, 2024.
The ISS Report states, among other things, that “the cash consideration represents an approximate 69 percent 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 mid-point, 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 at a special meeting of Shareholders to be held on May 27, 2024 at 11:00 a.m. (Toronto time) in person and in a virtual format (the “Special Meeting”).
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’s profile on SEDAR+ at www.sedarplus.ca .
If you have any questions about the information contained in this press release in connection with the Special Meeting, please contact our proxy solicitation agent and strategic shareholder advisor, 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 [email protected] .
Indigo is a publicly traded Canadian company listed on the Toronto Stock Exchange (IDG). Indigo is Canada’s leading book and lifestyle retailer. 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. Forward-looking statements include, among other things, statements regarding the Arrangement, including the anticipated timing of the Special Meeting, and other statements that are not historical facts. There can be no assurance that the Arrangement will ultimately be completed or that other forward-looking statements contained herein will prove to be accurate. 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, which depend on various factors, many of which are beyond the Company’s control. Investors are cautioned not to place undue reliance on these forward-looking statements, 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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