TORONTO, Feb. 1, 2024
/CNW/ - Trilogy Retail Holdings Inc. ("TRHI") and Trilogy
Investments L.P. ("TILP") (together, "Trilogy") announced today
that Trilogy has made a non-binding privatization proposal to
Indigo Books & Music Inc. (TSX:
IDG) ("Indigo") to acquire all of the common shares of Indigo not
already owned or controlled by Trilogy and its joint actors at a
price of $2.25 in cash per share.
TRHI and TILP are personal holding companies of Mr. Gerald W. Schwartz, a director of Indigo and,
indirectly, the controlling shareholder of Indigo.
The proposal represents a premium of 50% over Indigo's closing
price on the Toronto Stock Exchange ("TSX") on January 31, 2024, and a premium of 46% and 40%,
respectively, over the 10-day and 20-day average closing prices on
the TSX.
As of the date hereof, Trilogy has ownership and control over an
aggregate of 15,501,974 common shares of Indigo, representing
approximately 56% of the issued and outstanding common shares, and
Trilogy, together with its joint actors, including HRON Canadian
Investments Ltd., the personal holding company of Ms. Heather M. Reisman, Chief Executive Officer of
Indigo, have ownership and control over an aggregate of 16,774,665
common shares of Indigo, representing approximately 60.6% of the
issued and outstanding common shares.
Assuming the completion of the transaction contemplated by the
privatization proposal, Trilogy and its joint actors intend to
cause the common shares of Indigo to cease to be listed on the TSX
and 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.
Trilogy's proposal to Indigo contemplates that the privatization
proposal is the only transaction Trilogy is prepared to pursue.
Accordingly, Trilogy is not interested in supporting any process in
furtherance of an alternative change of control transaction and is
not prepared to sell its shares.
An early warning report will be filed in accordance with
applicable securities laws and will be available on Indigo's SEDAR+
profile at www.sedarplus.ca. To obtain a copy of the early
warning report, please contact Trilogy, 161 Bay Street, 49th Floor,
Toronto, ON, M5J 2S1, Attention
Lori Shapiro, 416-362-7711. Indigo's head office is located at 620
King Street West, Suite 400, Toronto,
ON, M5V 1M6.
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation to sell
common shares of Indigo.
Forward Looking Statements
Certain statements made in this news release are forward-looking
statements within the meaning of applicable securities laws,
including, but not limited to, statements with respect to the
privatization proposal, the terms and conditions of the
privatization proposal, and future discussions with Indigo's board
of directors, special committee of independent directors, and their
advisors regarding the privatization proposal. Often but not
always, forward-looking statements can be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"believe", "estimate", "plan", "could", "should", "would",
"intend", "outlook", "anticipate", "foresee", "continue" or the
negative of these terms or variations of them or similar
terminology. Although Trilogy believes the forward-looking
statements in this news release are based on information and
assumptions that are current, reasonable and complete, these
statements are by their nature subject to a number of factors that
could cause actual results to differ materially from their
expectations and plans, including, without limitation, the
following factors, many of which are beyond Trilogy's control and
the effects of which can be difficult to predict: (a) the
possibility that Indigo, its board of directors, its special
committee and Trilogy cannot reach agreement on the privatization
proposal or will not proceed with giving shareholders an
opportunity to accept or vote in favour of the privatization
proposal; (b) the possibility that the terms and conditions of the
privatization proposal will differ from those that are currently
contemplated; (c) the failure to obtain or satisfy, in a timely
manner or otherwise, required shareholder approvals and other
conditions of closing necessary to complete the privatization
proposal; (d) the risks and challenges facing Indigo including
those set forth in the "Risk Factors" section of Indigo's
Annual Information Form dated June 27, 2023 as well as Indigo's
other public filings, available at www.sedarplus.ca and at
www.indigo.ca; and (e) other risks and/or factors beyond its
control which could have a material adverse effect on Indigo or the
ability to consummate the privatization proposal. The
forward-looking statements contained in this news release describe
Trilogy's expectations at the date of this news release and,
accordingly, are subject to change after such date. Trilogy does
not undertake any obligation to update or revise any
forward-looking statements contained in this news release, whether
as a result of new information, future events or otherwise. Readers
are cautioned not to place undue reliance on these forward-looking
statements.
SOURCE Trilogy Retail Holdings Inc.