IBI Group Inc. Announces Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Shareholders Vote for the Acquisition by Arcadis
September 09 2022 - 1:36PM
IBI Group Inc. ("IBI" or the "Company"), a globally integrated
design and technology firm, is pleased to announce that
Institutional Shareholder Services ("ISS") and Glass Lewis &
Co., LLC ("Glass Lewis") have recommended that IBI's shareholders
vote
FOR the special resolution (the "Arrangement
Resolution") to approve the proposed acquisition (the
"Acquisition") by affiliates of Arcadis N.V. of all of the common
shares of the Company and Class B Units of IBI Group for cash
consideration of C$19.50 per common share or Class B Unit (the
"Consideration"), as the case may be.
The Consideration to be received by the holders
of common shares of the Company and Class B Units of IBI Group
under the Acquisition represents an approximate 30% premium to the
closing price of IBI's common shares on the Toronto Stock Exchange
on July 15, 2022, being the trading day prior to the
announcement.
The Arrangement Resolution will be voted on by
the holders of common shares and non-participating voting shares of
the Company, voting as a single class, at the upcoming special
meeting of shareholders of IBI scheduled to be held on September
16, 2022 (the "Meeting"). Additional details about the Acquisition
and the Arrangement Resolution can be found in the management
information circular of the Company dated August 15, 2022, a copy
of which is available on SEDAR (www.sedar.com) under IBI's issuer
profile.
Commenting on the favourable recommendations for
the Acquisition, Scott Stewart, Chief Executive Officer of IBI
noted: "We are very pleased that both ISS and Glass Lewis have
endorsed this transaction and encourage all IBI shareholders to
vote FOR the Arrangement Resolution in advance of
the voting cut off on September 14, 2022."
ISS and Glass Lewis are leading independent
corporate governance analysis and proxy advisory firms that provide
proxy voting recommendations to institutional shareholders. The
independent recommendations of each of ISS and Glass Lewis are
intended to assist their shareholder subscribers in making choices
regarding proxy voting decisions. ISS and Glass Lewis made their
respective independent recommendation after carefully reviewing the
facts regarding the Acquisition and benefits to Company
shareholders. IBI's Board of Directors and single largest
shareholder (the IBI Group Management Partnership and affiliated
partnerships) also unanimously support the transaction.
Information About the
Meeting
The virtual-only Meeting will take place via
live audio webcast at https://web.lumiagm.com/427201281 on
Friday, September 16, 2022 at 10:00 a.m. (Toronto time).
Shareholders of IBI are reminded to
submit proxies in advance of the Meeting by 10:00 a.m. (Toronto
time) on September 14, 2022.
Shareholders should closely review the
procedures outlined in the management information circular and
related meeting materials for the Meeting (the "Meeting Materials")
to ensure that they are able to cast their vote prior to or at the
Meeting. The Meeting Materials have been filed by the Company on
SEDAR and are available under the Company's profile
at www.sedar.com. The Meeting Materials are also available on
the Company's website
at https://www.ibigroup.com/investor-relations/shareholder-information/.
THE DEADLINE TO VOTE YOUR SHARES BY PROXY IS 10:00 A.M.
(TORONTO TIME) ON SEPTEMBER 14, 2022. |
About IBI Group Inc.
IBI Group Inc. (TSX:IBG) is a technology-driven
design firm with global architecture, engineering, planning, and
technology expertise spanning over 60 offices and 3,400
professionals around the world. For nearly 50 years, its dedicated
professionals have helped clients create livable, sustainable, and
advanced urban environments. IBI Group believes that cities thrive
when designed with intelligent systems, sustainable buildings,
efficient infrastructure, and a human touch. Follow IBI Group on
Twitter, LinkedIn and Instagram.
For additional information, please contact:
Stephen Taylor, CFOIBI Group Inc.55 St. Clair Avenue
WestToronto, ON M5V
2Y7 Tel:
416-596-1930www.ibigroup.com
Forward-Looking Statements
Certain statements in this news release may
constitute "forward-looking" statements which involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company and its
subsidiary entities, including IBI Group or the industry in which
they operate, to be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements. When used in this news release, such statements
use words such as "may", "will", "expect", "believe", "plan" and
other similar terminology. These statements reflect management's
current expectations regarding future events and operating
performance and speak only as of the date of this news release. New
risk factors may arise from time to time and it is not possible for
management of the Company to predict all of those risk factors or
the extent to which any factor or combination of factors may cause
actual results, performance or achievements of the Company to be
materially different from those contained in forward-looking
statements. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a
prediction of actual results. Although the forward-looking
statements contained in this news release are based upon what
management believes to be reasonable assumptions, the Company
cannot assure investors that actual results will be consistent with
these forward-looking statements.
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