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Indigo Books & Music Inc
Symbol IDG
Shares Issued 27,684,158
Close 2024-05-31 C$ 2.49
Market Cap C$ 68,933,553
Recent Sedar Documents

Indigo Books closes acquisition by Trilogy Investments

2024-05-31 15:09 ET - News Release

Ms. Heather Reisman reports

INDIGO COMPLETES ARRANGEMENT WITH TRILOGY

Indigo Books & Music Inc. and Trilogy Investments LP (TILP) have successfully completed the previously announced transaction, whereby TILP acquired all of the issued and outstanding shares of Indigo by way of a plan of arrangement under the Business Corporations Act (Ontario).

As a result of the arrangement, the common shares will be delisted from the Toronto Stock Exchange shortly following the date hereof. 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.

"We are pleased to have concluded this transaction 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 book lovers across the country."

Information for Indigo shareholders

Registered holders of common shares are reminded that they must properly complete, sign and return the letter of transmittal to TSX Trust Company, as depositary, in order to receive the cash consideration they are entitled to in connection with the arrangement. Holders of common shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the cash consideration they are entitled to in connection with the arrangement.

Indigo shareholders who have questions or require assistance with submitting their common shares may direct their questions to TSX Trust Company by telephone at 1-800-387-0825 (toll-free within North America) or at 1-416-682-3860 (outside of North America) or by e-mail at shareholderinquiries@tmx.com.

Required early warning report information

Prior to completion of the arrangement, as of the date of the management information circular delivered in connection with the arrangement, TILP, Trilogy Retail Holdings Inc. and their joint actors beneficially owned or exercised control or direction over an aggregate of 16,774,665 common shares, representing approximately 60.6 per cent of the issued and outstanding common shares. Upon completion of the arrangement: (i) TILP beneficially owns or exercises control or direction over 18,757,128 common shares, representing approximately 67.5 per cent of the issued and outstanding common shares; and (ii) Trilogy, together with their joint actors, beneficially own or exercise control or direction over an aggregate of 27,791,558 common shares, representing 100 per cent of the issued and outstanding common shares.

An early warning report will be filed in accordance with applicable securities laws and will be available on Indigo's SEDAR+ profile. To obtain a copy of the early warning report, please contact Trilogy, 161 Bay St., 49th floor, Toronto, Ont., M5J 2S1, attention: Lori Shapiro (telephone: 416-362-7711).

Indigo's head office is located at 620 King St. W, Suite 400, Toronto, Ont., M5V 1M6.

About Indigo Books & Music Inc.

Indigo is a publicly traded Canadian company listed on the Toronto Stock Exchange. Indigo 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 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 people.

We seek Safe Harbor.

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