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Indigo agrees to Trilogy takeover

Indigo Books and Music has agreed to go private.

The company announced on February 1 that Trilogy Retail Holdings Inc. and Trilogy Investments I.P. – personal holdings companies of Indigo board member Gerald W. Schwartz, who is also the spouse of Indigo founder and CEO Heather Reisman – had offered to acquire all the shares not already owned by Trilogy for $2.25 cash per share. Trilogy and its joint actors, which include Reisman’s personal holdings company, HRON Canadian Investments Ltd., currently own about 60.6% of Indigo’s common shares. Indigo share prices closed at $1.48 on February 1 but have gone up since the announced takoever offer, closing at $2.01 on April 2.

In a statement released on April 2, the company said it has entered into an agreement with Trilogy based on the unanimous recommendations of a special committee the board established to consider the proposal. The price of Indigo shares has risen since the agreement was announced.

The agreement will see Trilogy pay $2.50 per share – a 69 per cent premium to the share price at closing on February 1 and an 11 per cent increase to Trilogy’s initial proposal of $2.25 per share.

The decision to go private means Indigo will be delisted from the Toronto Stock Exchange.

Former Penguin Random House CEO Markus Dohle, who was appointed chair of the Indigo board in September 2023 and also chaired the special committee, said the committee’s decision was arrived at with care.

“Following careful consideration of a wide variety of factors and negotiations with Trilogy that resulted in a material increase to the price first offered to minority shareholders of Indigo, the special committee has determined that the Transaction is in the best interests of Indigo and its minority shareholders,” Dohle said in Indigo’s press release. “We believe that this transaction will provide minority shareholders with a substantial premium for their shares following some challenging years for the business, while also ensuring a strong future for Indigo with full ownership by a team that has demonstrated a deep commitment to Indigo’s mission.”

Indigo expects shareholders to vote on the takeover at a special meeting in May. Two thirds of shareholders must vote in favour of the takeover for it to proceed. If the agreement is approved at the meeting, Indigo said it expects the transaction to close in June.

The takeover comes after a tumultuous year for the retail chain.

In February 2023, the chain suffered a ransomware attack that shut down its online sales platforms for weeks and cost the company about $19 million. Reisman announced her retirement in June, as news came that four members had stepped down from the board. President Andrea Limbardi also left the company last year, and former CEO Peter Ruis, who had been Reisman’s successor in the role, resigned in September. Reisman returned to the C-suite that month, just weeks after her retirement took effect in August.