06:38 AM EDT, 04/03/2024 (MT Newswires) -- Indigo Books & Music Inc. (IDG.TO), Canada's leading book and lifestyle retailer, overnight Tuesday said that it has agreed to be bought out fully by Trilogy Investments LP and Trilogy Retail Holdings Inc.
Under the transaction, which is expected to close in June, Trilogy will buy all of the issued and outstanding common shares of the company that Trilogy, its affiliates, and joint actors do not currently own for $2.50 in cash per share.
Trilogy, together with its affiliates and joint actors, currently owns about 16.8 million common shares of the company, representing about 60.6% of the issued and outstanding common shares as of the date hereof. Trilogy Investments and Trilogy Retail Holdings are controlled by Gerald Schwartz, a member of the board of the company.
Further, the special committee unanimously recommended that the board approve the transaction. The special committee recommended that minority shareholders approve the transaction at the special meeting of shareholders to be held in May.
A statement said: "The purchase price of $2.50 per share reflects a 69% premium to Indigo's closing price of $1.48 per share on the Toronto Stock Exchange on February 1, 2024, being the last trading day prior to the public announcement of the Initial Proposal, a 56% premium to the 20 business day volume weighted average price for Indigo's common shares on the TSX and an 11% increase in the consideration as compared to the Initial Proposal of $2.25 per share. The cash premium transaction will provide Minority Shareholders with immediate and certain value that is expected to be higher than that realizable in the foreseeable future."
Upon completion of the transaction, Trilogy plans to cause Indigo's common shares 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.