Indigo Books & Music Inc. shareholders are set to vote on a proposal from Trilogy Retail Holdings Inc. and Trilogy Investments L.P. to take the bookstore chain private with a $2.50-per-share offer. This offer, which was initially $2.25 per share before being increased in April, is owned by Gerald Schwartz, who is the spouse of Indigo CEO Heather Reisman. The deal requires approval from a two-thirds majority of Indigo shareholders and a simple majority vote from shareholders not connected to Trilogy. A special committee of independent directors at Indigo has already approved the offer, and it was also approved by the Ontario Superior Court of Justice in the previous month.
If shareholders agree to the deal, Indigo expects the transaction to be finalized in June, after which its shares will be removed from the Toronto Stock Exchange. Schwartz, through the Trilogy companies, holds a majority stake in Indigo, with about 56 percent of the company’s issued and outstanding common shares. Reisman, on the other hand, owns 4.6 percent of the shares through a different holding company. The increased offer from Trilogy came after discussions between the company and the independent committee. The committee concluded that the enhanced offer was fair and in the best interest of shareholders, leading to its approval.
The approval from both the independent committee and the court highlights the legitimacy of the offer from Trilogy to take Indigo private. The higher offer of $2.50 per share shows the commitment of the holding company to acquire the remaining shares and delist Indigo from the Toronto Stock Exchange. Shareholders will play a crucial role in deciding the future of the bookstore chain, with the majority vote determining whether the deal goes through. The involvement of Schwartz, who already has a significant stake in the company, adds a personal connection to the proposal, given his relationship with the CEO, Reisman.
If the shareholders accept the offer, Indigo will undergo significant changes as it transitions to a privately-held company. The decision to go private could bring about operational and strategic changes within the organization, as it will no longer be subject to the regulations and reporting requirements of a publicly traded entity. This shift in ownership structure could lead to a more streamlined decision-making process and greater flexibility in pursuing long-term growth strategies. The deal with Trilogy represents a significant milestone for Indigo, as it marks a new chapter in the company’s history and potential trajectory in the retail industry.
As the voting day approaches, shareholders are in a pivotal position to determine the outcome of the proposal from Trilogy. Their decision will not only impact the future ownership structure of Indigo but also influence the company’s strategic direction and growth prospects. The involvement of key stakeholders in this decision-making process underscores the importance of shareholder engagement and alignment with the company’s long-term goals. Ultimately, the vote on the sweetened offer will shape the path ahead for Indigo Books & Music Inc., setting the stage for a potential transformation in the retail landscape and organizational dynamics.
