INDIGO BOOKS & MUSIC INC. 
The purchase price of
On the unanimous recommendation of a special committee of the board of directors of the Company consisting entirely of independent directors, the board of directors of the Company (excluding conflicted directors) unanimously determined that the Arrangement is fair to Minority Shareholders and in the best interests of the Company and unanimously recommends that Minority Shareholders vote in favour of the resolution relating to the Arrangement at the Special Meeting.
The Interim Order authorizes and orders that the Special Meeting be held on
Implementation of the Arrangement is subject to the approval at the Special Meeting by: (i) at least two-thirds (66 2/3%) of votes cast by the Company's shareholders present or represented by proxy and entitled to vote at the Special Meeting, and (ii) a simple majority (more than 50%) of the votes cast by the Company's shareholders present or represented by proxy and entitled to vote at the Special Meeting, other than the votes attached to the shares of the Company held by Trilogy and its affiliates and the shares of the Company held by any other shareholder required to be excluded under Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions.
In addition to the receipt of the requisite approval of the shareholders of the Company, the completion of the Arrangement is subject to the final approval of the Arrangement by the Court and the satisfaction or waiver of the other customary conditions to completion of the Arrangement.
If you have any questions about the information contained in this press release in connection with the Special Meeting, please contact our proxy solicitation agent and strategic shareholder advisor, Morrow Sodali, at 1-888-777-2092 (toll-free in
Indigo is a publicly traded Canadian company listed on the
The Company supports a separate registered charity, called the
To learn more about Indigo, please visit the "Our Company" section at indigo.ca.
This press release contains statements that are "forward-looking information" within the meaning of applicable Canadian securities legislation. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words "anticipate", "expect", "believe", "intend", "estimate", "target", "project", "should", "could", "may", "will" and other similar expressions are intended to identify forward-looking statements. Forward-looking statements include, among other things, statements regarding the Arrangement, including the anticipated timing of the Special Meeting, and other statements that are not historical facts.
There can be no assurance that the Arrangement will ultimately be completed or that other forward-looking statements contained herein will prove to be accurate. These statements are "forward-looking" because they are based on the Company's current expectations about the markets in which the Company operates and on various estimates and assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Among the factors that could cause actual results to differ materially from those described or projected herein include, but are not limited to, the following, many of which are beyond the Company's control: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; (f) general economic, market or business conditions, which include geopolitical events such as war, acts of terrorism, and civil disorder and the adverse impacts of inflationary pressures; (g) ongoing impacts from the ransomware attack; (h) the future impacts and government response to the COVID-19 pandemic, including any impact to online and/or retail operations of the Company; (h) competitive actions by other companies; (i) changes in laws or regulations; and (j) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement.
You will find a more detailed assessment of these risks, uncertainties and other risks that could cause actual events or results to materially differ from our current expectations in the filings and reports that the Company makes with the Canadian Securities Administrators, including the Circular and the Company's annual information form dated
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