Trilogy Investments to acquire Indigo Books & Music in $2.50 per share deal

On April 2, 2024, Indigo Books & Music Inc., a prominent Canadian book and lifestyle retailer, has finalized an agreement for Trilogy Investments L.P. (TILP) and Trilogy Retail Holdings Inc. (TRHI) to acquire all outstanding shares not already owned by Trilogy. The transaction, valued at $2.50 per share in cash, reflects a significant premium and is subject to approval by minority shareholders and standard closing conditions.

The decision follows negotiations spurred by Trilogy's initial proposal earlier in February. The purchase price of $2.50 per share represents a 69% premium over Indigo's previous closing price and is seen as offering immediate and superior value to minority shareholders.

Markus Dohle, Chair of the Board, expressed confidence in the deal's benefits, highlighting a substantial premium for shareholders amidst challenging business years. The Special Committee, established to evaluate proposals, unanimously recommended the Transaction, which has received Board approval and widespread support from independent directors and senior officers, subject to certain conditions.

Legal advisors Blake, Cassels & Graydon LLP, Torys LLP, and Osler, Hoskin & Harcourt LLP are overseeing the legal aspects of the Transaction, ensuring compliance with regulations and shareholder interests. The Transaction is set to undergo shareholder voting in May 2024, with expectations for closure by June 2024, leading to Indigo's delisting from the Toronto Stock Exchange. Detailed terms are available in publicly filed documents on SEDAR+.

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