GDI Integrated Facility Services Inc. Files Management Information Circular for Special Meeting of Shareholders and Confirms Receipt of Interim Order for Previously Announced Plan of Arrangement

Executive Summary

• GDI Integrated Facility Services Inc. filed a Management Information Circular for a special shareholders’ meeting to approve a previously announced plan of arrangement under which Birch Hill‑affiliated purchasers will acquire all outstanding subordinate voting shares at $36.60 per share (≈25 % premium to the Dec 22 2025 closing price).
• The board and its independent special committee unanimously recommend approval; the transaction is expected to close in Q1 2026, subject to shareholder approval and a final court order.
• An interim court order authorizing the meeting has been obtained; the final order hearing is scheduled for Feb 26 2026.

Key Details

• Consideration: $36.60 cash per subordinate voting share.
• Premium: ~25 % above Dec 22 2025 closing price; ~30 % above 20‑day VWAP ending Dec 22 2025.
• Rollover Shareholders: Birch Hill and GCB (controlled by CEO Claude Bigras) will roll over all their multiple voting shares and ~2.1 % of subordinate voting shares for shares in the Purchaser or an affiliate.
• Ownership Impact: Rollover shareholders currently hold ~38.5 % of issued shares and 41.3 % of votes; post‑arrangement, remaining public shareholders will own all outstanding shares not rolled over.
• Board & Special Committee Recommendation: Unanimous recommendation to approve the arrangement and advise shareholders to vote in favour.
• Special Meeting Details:
• Date & Time: Monday, Feb 23 2026 at 9:30 a.m. ET
• Location: St. James Club, Room Midway, 1145 Union Avenue, Montréal, QC
• Record date for voting rights: Jan 20 2026
• Court Proceedings:
• Interim order obtained Jan 22 2026 authorizing the meeting.
• Final court order hearing set for Feb 26 2026.
• Closing Conditions: Completion subject to shareholder approval, final court order, and satisfaction/waiver of customary closing conditions. Expected completion: Q1 2026.
• Valuation & Fairness Opinion: Scotiabank provided a fairness opinion valuing the shares at $32.00‑$38.50; deemed the $36.60 cash offer fair from a financial perspective. Scotiabank’s fee is fixed and not contingent on deal completion.

Notable Quotes

• “The Consideration represents a compelling premium to trading price and provides certainty of value and liquidity for shareholders,” – Board of Directors (as summarized in the circular).