IBI Group Inc. ("
IBI" or the
"
Company"), a globally integrated design and
technology firm, is pleased to announce that, at its special
meeting held earlier today (the "
Meeting"), the
holders of common shares and non-participating voting shares,
series 1 of the Company (collectively, the "
Voting
Shareholders") overwhelmingly voted in favour of the
Arrangement Resolution (as defined below).
At the Meeting, Voting Shareholders approved the
previously-announced plan of arrangement of the Company (the
"Plan of Arrangement"), pursuant
to which Arcadis N.V. ("Arcadis"), through two
wholly-owned subsidiaries, will, among other things, acquire all of
the issued and outstanding common shares of the Company and Class B
Units of IBI Group for cash consideration of C$19.50 per common
share or Class B Unit, as the case may be.
The resolution approving the Plan of Arrangement
(the "Arrangement Resolution") was overwhelmingly
approved at the Meeting by more than (i) 99.9% of the votes cast by
Voting Shareholders voting or represented by proxy at the Meeting,
and (ii) 99.9% of the votes cast by the minority Voting
Shareholders voting or represented by proxy at the Meeting,
excluding the common shares of the Company required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101").
To be effective, the Arrangement Resolution
required the affirmative vote of at least (i) two-thirds of the
votes cast at the Meeting by Voting Shareholders present or
represented by proxy, and (ii) a simple majority of the votes cast
at the Meeting by the minority Voting Shareholders present or
represented by proxy at the Meeting, excluding the common shares of
the Company required to be excluded pursuant to MI 61-101 (being
the common shares of the Company held by Mr. Scott Stewart and Mr.
David Thom). Accordingly, all shareholder approvals
required in order to proceed with the Plan of Arrangement have been
obtained.
Additional details of the voting results will be
included in a report of voting results to be filed on SEDAR
(www.sedar.com) under IBI's issuer profile.
The Plan of Arrangement is expected to become
effective on or about September 27, 2022, subject to, among other
things, the Company obtaining a Final Order from the Ontario
Superior Court of Justice (Commercial List) in respect of the Plan
of Arrangement and the satisfaction or waiver of certain other
customary closing conditions. It is expected that, within two to
three business days following the completion of the Plan of
Arrangement, the common shares of the Company will be delisted from
the Toronto Stock Exchange. Additional details about the Plan of
Arrangement and the Arrangement Resolution can be found in the
management information circular of the Company dated August 15,
2022, a copy of which is available on SEDAR (www.sedar.com) under
IBI's issuer profile.
About IBI Group Inc.
IBI Group Inc. (TSX:IBG) is a technology-driven
design firm with global architecture, engineering, planning, and
technology expertise spanning more than 60 offices and 3,500
professionals around the world. For nearly 50 years, its dedicated
professionals have helped clients create livable, sustainable, and
advanced urban environments. IBI Group believes that cities thrive
when designed with intelligent systems, sustainable buildings,
efficient infrastructure, and a human touch. Follow IBI Group on
LinkedIn and Twitter.
On July 18, 2022 Arcadis and IBI Group jointly
announced that they had entered an agreement for Arcadis to acquire
IBI Group. The Plan of Arrangement is expected to become effective
on or about September 27, 2022, subject to the caveats noted above.
Read about the announcement here.
For additional information, please contact:
Stephen Taylor, CFOIBI Group Inc.55 St. Clair Avenue
WestToronto, ON M5V
2Y7 Tel:
416-596-1930www.ibigroup.com
Forward-Looking Statements
Certain information contained in this news
release may contain forward looking statements within the meaning
of applicable securities laws. The use of any of the words
"continue", "plan", "propose", "would", "will", "believe",
"expect", "position", "anticipate", "improve", "enhance" and
similar expressions are intended to identify forward-looking
statements. More particularly and without limitation, this news
release contains forward-looking statements concerning the timing
and ability of the Company to implement the Plan of Arrangement (if
at all); the timing and ability of the Company to obtain the Final
order (if at all); the ability of the Company and Arcadis to
satisfy the conditions precedent to complete the Plan of
Arrangement (if at all); and the timing to de-list the common
shares of the Company (if at all).
Forward-looking statements necessarily involve
risks, including, without limitation, risks associated with the
ability of the Company to implement the Plan of Arrangement on the
terms described in this news release; the ability of the Company to
obtain all necessary regulatory, court and stakeholder approvals in
order to complete the Plan of Arrangement; the ability of the
Company to close the transactions contemplated in the Plan of
Arrangement; and the general regulatory environment in which the
Company operates.
Events or circumstances may cause actual results
to differ materially from those predicted, as a result of the risk
factors set out and other known and unknown risks, uncertainties,
and other factors, many of which are beyond the control of IBI. In
addition, forward looking statements or information are based on a
number of factors and assumptions which have been used to develop
such statements and information but which may prove to be incorrect
and which have been used to develop such statements and information
in order to provide stakeholders with a more complete perspective
on IBI's future operations. Such information may prove to be
incorrect and readers are cautioned that the information may not be
appropriate for other purposes. Although the Company believes that
the expectations reflected in such forward looking statements or
information are reasonable, undue reliance should not be placed on
forward looking statements because the Company can give no
assurance that such expectations will prove to be correct. In
addition to other factors and assumptions which may be identified
herein, assumptions have been made regarding, among other things:
the general stability of the economic and political environment in
which IBI operates and the timely receipt of any required
regulatory approvals. Readers are cautioned that the foregoing
list is not exhaustive of all factors and assumptions which have
been used. As a consequence, actual results may differ materially
from those anticipated in the forward-looking statements.
Furthermore, the forward looking statements contained herein are
made as at the date hereof and IBI does not undertake any
obligation to update publicly or to revise any of the included
forward looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable
securities laws.
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