GDI Integrated Facility Services Inc. Reiterates Compelling Reasons to Vote In Favour of the Proposed Transaction

Executive Summary

• GDI reiterates its recommendation that shareholders vote in favour of the previously announced plan of arrangement to sell all subordinate voting shares (except those owned by Birch Hill) to a purchaser affiliated with Birch Hill Equity Partners and Gestion Claude Bigras for $36.60 per share.
• The consideration represents a 25 % premium to the closing price on 22 Dec 2025 and a 30 % premium to the 20‑day VWAP, implying an acquisition multiple of 10.5× EV / Pro Forma Adjusted EBITDA for FY2025F.
• The arrangement has been reviewed and supported by an independent special committee, a formal valuation range ($32.00–$38.50), and a fairness opinion from Scotia Capital; the Board unanimously recommends a “yes” vote at the special shareholders’ meeting on 23 Feb 2026.

Key Details

• Consideration: $36.60 cash per share (≈25 % premium to 22 Dec 2025 close, ≈30 % premium to 20‑day VWAP).
• Acquisition Multiple: 10.5× Enterprise Value / Pro Forma Adjusted EBITDA for FY2025F (IFRS‑16 adjusted).
• Valuation Support: Independent formal valuation range $32.00–$38.50; fairness opinion from Scotia Capital confirming price is above the midpoint.
• Special Committee Review: Independent directors’ special committee conducted arm’s‑length negotiations, increasing the offer from $34.00 to $36.60 per share.
• Board Recommendation: Unanimous “vote in favour” recommendation (interested directors abstaining).
• Shareholder Meeting: Scheduled for Monday, 23 Feb 2026 at 9:30 a.m. ET, St. James Club, Montréal; record date 20 Jan 2026; proxy deadline 19 Feb 2026 (48 h before any adjourned meeting).
• Voting Assistance: Contact Sodali & Co. (1‑833‑711‑4834, 1‑289‑695‑3075, [email protected]) for questions or proxy instructions.
• Flexibility Clause: Arrangement permits GDI to consider unsolicited superior proposals; break fees are “reasonable and customary.” No superior proposals have been received since the public announcement on 23 Dec 2025.
• Materials Availability: Management information circular and related documents filed 27 Jan 2026, accessible via SEDAR+ (www.sedarplus.ca) and GDI website (https://gdi.com/investors/).

Notable Quotes

• “The Board unanimously recommends that Shareholders vote IN FAVOUR of the Arrangement.” – GDI Board (with interested directors abstaining)
• “The Consideration represents a compelling 25 % premium… and an acquisition multiple in‑line with GDI’s historical valuation profile.” – Management statement within the release.