Indigo Completes Arrangement with Trilogy

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.”

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 [email protected].

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.

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.

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.