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Indigo Books & Music Inc
Symbol IDG
Shares Issued 27,684,158
Close 2024-05-27 C$ 2.49
Market Cap C$ 68,933,553
Recent Sedar Documents

Indigo Books shareholders approve Trilogy arrangement

2024-05-27 14:05 ET - News Release

Ms. Heather Reisman reports

INDIGO SHAREHOLDERS APPROVE ARRANGEMENT WITH TRILOGY

Indigo Books & Music Inc. has released the voting results from its special meeting of shareholders conducted today in connection with the proposed acquisition of Indigo by Trilogy Investments LP (TILP) by way of plan of arrangement under the Business Corporations Act (Ontario).

The arrangement requires (i) the approval of 66-2/3 per cent of the votes cast by shareholders of the company present or represented by proxy and entitled to vote at the meeting, including TILP (company shareholders) and (ii) the approval of a simple majority of the votes cast by shareholders of the company present or represented by proxy and entitled to vote at the meeting, excluding TILP and its affiliates, and any other person required to be excluded for the purpose of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. At the meeting, the resolution approving the arrangement was approved by (i) 95.09 per cent of the votes cast by company shareholders; and (ii) 82.49 per cent of the votes cast by minority shareholders. A copy of the report of voting results is available on the company's SEDAR+ profile.

"We are pleased with the result of today's vote and look forward to continuing our work on Indigo's transformation strategy," said Heather Reisman, chief executive officer of Indigo. "We remain deeply committed to our customers and to all our stakeholders as we work together to inspire reading and enrich the lives of booklovers across the country."

Indigo is scheduled to seek a final order from the Ontario Superior Court of Justice (commercial list) approving the transaction on May 30, 2024. In addition to receipt of the final order, the completion of the arrangement is subject to the satisfaction or waiver of other customary conditions. Assuming that the remaining conditions are satisfied, it is expected that the arrangement will be effected on or about May 31, 2024.

Following completion of the arrangement, it is anticipated that the common shares of Indigo will be delisted from the Toronto Stock Exchange. Trilogy also intends 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, following completion of the arrangement.

About Indigo Books & Music Inc.

Indigo Books is a publicly traded Canadian company listed on the Toronto Stock Exchange (IDG). Indigo Books is Canada's leading book and lifestyle retailer. The company operates retail stores in all 10 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, N.J. Retail operations are seamlessly integrated with the company's digital channels, including the Indigo Books 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 Books believes in real books, in living life fully and generously, and in being kind to one other, and that stories -- big and little -- connect.

The company supports a separate registered charity, called the Indigo Love of Reading 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-million to more than one million students across Canada since 2004.

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