GDI Reminds Shareholders to Vote FOR the Announced Plan of Arrangement Ahead of the Proxy Voting Deadline and Announces Obtention of Regulatory Approvals

Executive Summary

• GDI Integrated Facility Services Inc. reminds shareholders to vote FOR the previously announced plan of arrangement, with the proxy voting deadline on February 19, 2026.
• The arrangement calls for an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc. to acquire all outstanding subordinate voting shares at $36.60 cash per share, subject to customary closing conditions.
• GDI confirms receipt of all required regulatory approvals, including a Competition Act advance‑ruling certificate in Canada and early termination of the U.S. Hart‑Scott‑Rodino waiting period.

Key Details

• Special Meeting: February 23, 2026 at 9:30 a.m. (ET), St. James Club, Montréal, Québec.
• Voting Deadline: Thursday, February 19, 2026 at 9:30 a.m. (ET). Shareholders are urged to submit votes FOR the Arrangement.
• Board Recommendation: The Board of Directors recommends a vote FOR the Arrangement; interested directors abstain.
• Proxy Advisory Support: Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC also recommend voting FOR.
• Transaction Terms: Acquisition of all issued and outstanding subordinate voting shares (excluding those beneficially owned by Birch Hill) at $36.60 per share in cash.
• Regulatory Approvals Obtained:
• Advance‑ruling certificate under the Canada Competition Act.
• Early termination of the waiting period under the U.S. Hart‑Scott‑Rodino Antitrust Improvements Act.
• Shareholder Assistance Contacts (Sodali & Co.):
• Toll‑Free (North America): 1‑833‑711‑4834
• International/Brokers: 1‑289‑695‑3075
• Email: [email protected]

Notable Quotes

• “We encourage all shareholders to vote in favor of the Arrangement, which we believe will create significant value for GDI and its stakeholders.” – David Hinchey, Executive Vice President of Corporate Development.