GDI Integrated Facility Services Inc. Enters Into Definitive Agreement to be Taken Private by Birch Hill Equity Partners and Claude Bigras

Executive Summary

• GDI Integrated Facility Services Inc. entered into a definitive Arrangement Agreement to be taken private by Birch Hill Equity Partners and Gestion Claude Bigras Inc., at $36.60 cash per share—a ~30% premium to the 20‑day VWAP.
• The transaction is recommended unanimously by an independent Special Committee of directors and will close in Q1 2026, subject to shareholder approval (two‑thirds vote), court sanction, and regulatory clearances.
• A $20 M break fee and a $30 M reverse break fee are stipulated; no financing condition applies. Post‑closing, GDI will cease to be a reporting issuer on Canadian securities exchanges.

Key Details

• Purchase Price: $36.60 cash per subordinate voting share.
• Premium: ~25% vs. closing price on 22 Dec 2025; ~30% vs. 20‑day VWAP ending 22 Dec 2025.
• Rollover Shareholders: Birch Hill and Claude Bigras (CEO) will roll over all multiple voting shares + ~2.1% subordinate voting shares for equity in the Purchaser. They collectively own ~38.5% of issued shares and ~41.3% of votes.
• Break Fees: $20 M payable by GDI if the Arrangement Agreement is terminated due to a change in Board recommendation; $30 M reverse break fee payable to GDI if Purchaser fails to close.
• Financing Condition: None – transaction not subject to financing condition.
• Approval Requirements:
• ≥66% of votes cast by holders of subordinate and multiple voting shares (single class) at a special shareholders’ meeting.
• Majority of votes cast by holders of subordinate voting shares excluding Rollover Shareholders.
• Closing Timeline: Expected Q1 2026, subject to customary closing conditions, shareholder approval, Superior Court of Québec approval, and regulatory clearances in Canada & the U.S.
• Advisors:
• Independent financial advisor/valuator – Scotiabank (fairness opinion, valuation $32.00‑$38.50 per share).
• Company’s financial advisor – Desjardins Capital Markets.
• Legal advisors – Fasken Martineau DuMoulin LLP & Buchanan Ingersoll & Rooney PC (Company); McCarthy Tétrault LLP (Special Committee); National Bank Financial Inc. & Stikeman Elliott LLP (Purchaser).
• Post‑Transaction: GDI will become privately held; CEO Claude Bigras and current leadership team expected to remain in place; head office stays in Québec.
• Early Warning Disclosure: Birch Hill and Mr. Bigras will file amended early‑warning reports per NI 62‑104/62‑103.

Notable Quotes

(No direct quotes were provided in the release.)