Indigo Books & Music completes take private transaction with Trilogy
Torys acted as counsel to Indigo with a team that includes John Emanoilidis, Adam Armstrong, Kendall Grant and Madeleine Beaudry (corporate/M&A), Jennifer Lennon (employment), Gillian Dingle (litigation), Jerald Wortsman and Julia Zhuo (Canadian tax), David Mattingly and Christopher Saki (U.S. tax).
On February 1, 2024, Indigo Books & Music Inc. ("Indigo") announced that its Board of Directors (the “Board”) received a non-binding proposal from Trilogy Retail Holdings Inc. ("TRHI") and Trilogy Investments L.P. ("TLIP", together with TRHI, "Trilogy") outlining a potential transaction to acquire all of the issued and outstanding common shares of Indigo that Trilogy and its joint actors do not currently own for C$2.25 in cash per common share.
A special committee of independent directors (the “Special Committee”) was established to evaluate the proposal, and make recommendations to the Board. On April 2, 2024, based on the unanimous recommendation of the Special Committee, Indigo entered into an arrangement agreement with Trilogy, to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), whereby TILP would acquire all of the issued and outstanding common shares of Indigo not currently own owned by Trilogy, its affiliates and its joint actors for C$2.50 in cash per share.
At the time, Trilogy, together with its affiliates and joint actors, owned an aggregate of 16,774,665 common shares of Indigo, representing approximately 60.6% of the issued and outstanding common shares of the company.
Indigo held a special meeting of shareholders to consider and vote on the transaction on May 27, 2024, where the arrangement was overwhelmingly approved by over 95% of the votes cast by shareholders of Indigo and by a significant majority of Indigo’s minority shareholders.
Indigo obtained a final order approving the arrangement from the Ontario Superior Court of Justice (Commercial List) on May 30, 2024. Successful completion of the transaction was announced on May 31, 2024, following which the common shares of Indigo were delisted from the Toronto Stock Exchange and Indigo applied to cease to be a reporting issuer under applicable Canadian securities laws, and to otherwise terminate Indigo's public reporting requirements.
Further information on the transaction’s closing can be found on Canada Newswire’s website.
Indigo is Canada's leading book and lifestyle retailer, offering a curated assortment of books, gifts, home, wellness, fashion, paper, baby and kids products, that support customers by simplifying their journey to Living with Intention. It 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.
Trilogy, along with other entities, is controlled directly or indirectly by Mr. Gerald W. Schwartz, a member of the Indigo’s Board, and with Ms. Heather M. Reisman, the spouse of Mr. Schwartz.