GDI has ISS, Glass Lewis backing for Birch Hill deal

Executive Summary

• Independent proxy advisory firms ISS and Glass Lewis recommend GDI Integrated Facility Services shareholders vote in favor of the previously announced plan of arrangement.
• The arrangement will have an affiliated entity acquire all outstanding subordinate voting shares (except those owned by Birch Hill) at $36.60 cash per share, subject to customary closing conditions.
• The special committee of independent directors and GDI’s board have unanimously approved the arrangement and are urging shareholders to vote before the proxy deadline of Feb 19, 2026.

Key Details

• Acquisition Price: $36.60 in cash per subordinate voting share.
• Acquirers: Entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc.
• Shares Covered: All issued and outstanding subordinate voting shares, excluding those beneficially owned by Birch Hill.
• Closing Conditions: Standard customary conditions; no specific timeline disclosed beyond the shareholder vote.
• Proxy Advisory Recommendations:
• ISS – “Strategic sense due to liquidity premium and reduced non‑approval risk.”
• Glass Lewis – “Reasonable risk‑adjusted exit for unaffiliated investors.”
• Board & Committee Stance: Special committee of independent directors and the board (with interested directors abstaining) have unanimously approved and recommend shareholders vote for the arrangement.
• Shareholder Meeting: Scheduled Feb 23, 2026 at 9:30 a.m. ET, St. James Club, Montreal.
• Proxy Deadline: Feb 19, 2026 at 9:30 a.m. ET.
• Voting Instructions: Detailed procedures provided for beneficial and registered shareholders, including online, telephone, email, fax, and in‑person options; control numbers (16‑digit for beneficial, 13‑digit for registered) required.
• Shareholder Communications Adviser: Sodali & Co., contact toll‑free 1‑833‑711‑4834 (North America) or 1‑289‑695‑3075 (outside North America).

Notable Quotes

• ISS: “The arrangement makes strategic sense due to the certain liquidity provided by the premium cash consideration as well as the non‑approval risk.”
• Glass Lewis: “The fundamental procedural and quantitative architecture suggests the proposed cashout represents a reasonable risk‑adjusted exit for unaffiliated investors at this juncture.”