GDI Shareholders Approve Previously Announced Plan of Arrangement

Executive Summary

• GDI Integrated Facility Services Inc. shareholders approved a plan of arrangement that will result in the acquisition of all outstanding subordinate voting shares (except those owned by Birch Hill) by an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc. at $36.60 cash per share.
• The special resolution passed with 79.04% support from all shareholders present and 62.27% support from non‑rollover shareholders, meeting the thresholds required under Multilateral Instrument 61‑101.
• Closing is expected in early March 2026, subject to a final court order from the Superior Court of Québec (hearing scheduled for February 26 2026).

Key Details

• Acquisition Price: $36.60 cash per subordinate voting share.
• Purchasers: Entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc. (the “Rollover Shareholders”).
• Shareholder Approval:
• 79.04% of votes cast by holders of subordinate voting shares and multiple voting shares approved the Arrangement.
• 62.27% of votes cast by holders of subordinate voting shares excluding the Rollover Shareholders also approved, satisfying the minority‑shareholder protection test under MI 61‑101.
• Closing Conditions: Subject to customary conditions, including a final order from the Superior Court of Québec approving the Arrangement.
• Court Hearing: Scheduled for February 26 2026; anticipated issuance of Final Order thereafter.
• Expected Closing: Early March 2026, pending court approval and satisfaction/waiver of other closing conditions.

Notable Quotes

(No direct quotes were provided in the release.)