TORONTO, May 31, 2024
/CNW/ - Indigo Books & Music
Inc. (TSX: IDG) ("Indigo" or the "Company"), Canada's leading book and lifestyle retailer,
and Trilogy Investments L.P. ("TILP") are pleased to announce that
they have successfully completed the previously announced
transaction whereby TILP acquired all of the issued and outstanding
shares of Indigo (the "Common Shares") by way of a plan of
arrangement under the Business Corporations Act
(Ontario) (the "Arrangement").
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 booklovers 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 ("Indigo Shareholders") 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. (together with
TILP, "Trilogy") and their joint actors beneficially owned, or
exercised control or direction over, an aggregate of 16,774,665
Common Shares, representing approximately 60.6% 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% 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% 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 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.
About Indigo
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 delisting of the Common Shares
from the TSX, the application for Indigo to cease to be a reporting
issuer, and other statements that are not historical facts. 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.