LASALLE, QC, Jan. 27, 2026/ CNW/ – GDI Integrated Center Providers Inc. (“ GDI” or the “ Business“) (TSX: GDI) today revealed the filing of its management info circular (the “ Circular“) and associated products for the unique conference (the “ Satisfying“) of the holders (the “ Investors“) of secondary ballot shares and numerous ballot shares of the Business to authorize the previously-announced strategy of plan under the Canada Service Corporations Act (the “ Plan“), pursuant to which an entity (the “ Buyer“) associated with Birch Hill Equity Partners Management Inc. (“ Birch Hill“) and Gestion Claude Bigras Inc. (“ GCB“), will get all the provided and impressive secondary ballot shares of the Business (besides those beneficially owned by Birch Hill) for $ 36.60 in money per share (the “ Factor To Consider“), based on popular closing conditions, as more especially explained in the Circular.
As part of the Plan, affiliates of Birch Hill and GCB, managed by Claude Bigras, President and Ceo of the Business (jointly with Birch Hill, the “ Rollover Investors“), will roll over all of the secondary ballot shares and the numerous ballot shares of the Business they beneficially own straight or indirectly for shares of the Buyer or an affiliate thereof. The Rollover Shareholders, together, presently own all of the numerous ballot shares and roughly 2.1% of the secondary ballot shares, jointly representing roughly 38.5% of the provided and impressive shares of the Business and 41.3% of the votes connected to such shares.
CONSENTANEOUS UNIQUE COMMITTEE AND BOARD OF DIRECTORS SUGGESTIONS
The unique committee of independent directors of GDI’s Board of Directors (the “ Unique Committee“), having actually carried out a comprehensive evaluation of, and thoroughly thought about the regards to the Plan and a variety of other aspects, and after seeking advice from outdoors legal and monetary consultants, has actually all suggested that the Board of Directors authorize the Plan and suggest that Investors vote in favour of the Plan. After mindful factor to consider, having actually considered such aspects and matters as it thought about pertinent, consisting of the Unique Committee’s consentaneous suggestion, the Board of Directors (with interested directors staying away) has actually identified that the Plan remains in the very best interests of the Business and is reasonable to the Investors (besides the Rollover Shareholders), and has actually all authorized the Plan and advises that Investors vote IN FAVOUR of the Plan.
FACTORS FOR THE SUGGESTION
In examining and authorizing the Plan and in making their decisions and suggestions, each of the Unique Committee and the Board of Directors thought about a variety of aspects consisting of, to name a few, the following:
- Engaging Premium to Trading Cost: The Factor to consider represents a 25% premium to the closing cost on December 22, 2025 and a 30% premium to the 20-day volume weighted typical trading cost of the secondary ballot shares of the Business on the TSX for the duration ending on December 22, 2025
- Certainty of Worth and Liquidity to Investors: The Factor to consider is payable totally in money and offers Investors with certainty of worth and liquidity for their financial investment, and eliminates the volatility related to owning securities of the Business as an independent, publicly-traded business specifically thinking about the restricted trading liquidity of the Business’s stock on the exchange in addition to the dangers and unpredictabilities and longer possible timeline for recognizing comparable worth from the Business’s tactical strategy or other possible tactical options.
- Worth Supported by Official Assessment and Fairness Viewpoint: Scotia Capital Inc. (“ Scotiabank“), as independent monetary consultant to the Unique Committee, supplied to the Unique Committee and the Board of Directors an official appraisal and fairness viewpoint to the result that, as at December 22, 2025, and based upon and based on the presumptions, constraints, certifications and other matters stated therein, the reasonable market price of the secondary ballot shares of the Business remained in the variety of $ 32.00 to $ 38.50 per secondary ballot share which the Factor to consider to be gotten by the Investors (besides the Rollover Shareholders) pursuant to the Plan is reasonable, from a monetary perspective, to such Investors. In connection with such official appraisal and fairness viewpoint, Scotiabank will get a repaired cost that is not based on the conclusion of the Plan or the conclusions reached.
A complete description of the info and aspects thought about by the Unique Committee and the Board of Directors lies in the Circular under the heading “ The Plan– Factors for the Plan“.
INFORMATION ABOUT GDI’S SPECIAL CONFERENCE OF SHAREHOLDERS
The Satisfying is arranged to be kept in individual on Monday, February 23, 2026 at 9:30 a.m. (Eastern time) at St. James Club, Space Midway, situated at 1145 Union Opportunity, Montréal, Québec, H3B 3C2. Investors of record since January 20, 2026 are entitled to get notification of and vote at the Satisfying. Investors are advised to vote well in advance of the Satisfying and, in any occasion, prior to the proxy ballot due date of 9:30 a.m. (Eastern time) on February 19, 2026 (or, if the Satisfying is adjourned or delayed, no behind forty-eight (48) hours, leaving out Saturdays, Sundays and statutory vacations, before any reconvened Satisfying).
The Circular offers essential info on the Plan and associated matters, consisting of ballot treatments, the Satisfying and guidelines for Investors not able to go to the Satisfying. Investors are advised to check out the Circular and accompanying products thoroughly and in their totality The mailing of the Circular and accompanying products to Investors of record since January 20, 2026 has actually begun and the products are readily available on SEDAR+ at www.sedarplus.ca or on the Business’s site at https://gdi.com/investors/.
INVOICE OF THE INTERIM ORDER
On January 22, 2026, the Business got an interim order from the Superior Court of Québec (Commercial Department) (the “ Court“) offering the calling and holding of the Satisfying and specific other matters associated with the Satisfying and the Plan. A copy of the interim order is consisted of in the Circular.
The hearing in regard of the last order authorizing the Plan is anticipated to occur on February 26, 2026. Topic to getting the needed approval of Investors and the last order and to the complete satisfaction or waiver of the other conditions to the Plan as set out in the plan contract participated in in between the Business and the Buyer on December 22, 2025, the Plan is anticipated to be finished in the very first quarter of 2026.
INVESTOR QUESTIONS AND BALLOT HELP
Investors who have concerns about the info consisted of in the Circular or need help with ballot or in finishing the kind of proxy or ballot guideline kind ought to get in touch with Sodali & & Co., GDI’s investor interactions consultant and proxy solicitation representative, by toll totally free telephone call in The United States And Canada to 1-833-711-4834 or to 1-289-695-3075 for banks, brokers, and callers outside The United States And Canada or by e-mail at [email protected].
ABOUT GDI
GDI is a leading incorporated industrial center providers which provides a series of services in Canada and the United States to owners and supervisors of a range of center types consisting of office complex, academic centers, warehouse, commercial centers, health care facilities, arenas and occasion places, hotels, going shopping centres, airports and other transport centers. GDI’s industrial center services abilities consist of industrial janitorial and structure upkeep, energy advisory and system optimization, the setup, repair and maintenance of HVAC-R, mechanical, electrical and structure automation systems, in addition to other complementary services such as janitorial items producing. GDI’s secondary ballot shares are noted on the Toronto Stock Market (TSX: GDI). Extra info on GDI can be discovered on its site at www.gdi.com.
CARE WORRYING POSITIVE DECLARATIONS
Particular declarations in this press release might make up positive info within the significance of securities laws, consisting of declarations associating with the expected advantages of the Plan for GDI and its stakeholders, regulative, investor and Court approvals and the expected timing of conclusion of the Plan. Forward looking info might connect to GDI’s future outlook and expected occasions, company, operations, monetary efficiency, monetary condition or outcomes, and consist of the capability of the celebrations to get, in a prompt way and on acceptable terms, the essential regulative, investor and Court approvals, the capability of the celebrations to please, in a prompt way, the other conditions to the closing of the Plan and the conclusion of the Plan on anticipated terms, the effect of the Plan and the commitment of significant resources from GDI to pursuing the Plan on GDI’s capability to preserve its present company relationships and its present and future operations, and, in many cases, can be determined by terms such as “might”; “will”; “ought to”; “anticipate”; “strategy”; “expect”; “think”; “mean”; “price quote”; “anticipate”; “possible”; “continue”; “anticipate”; “guarantee” or other comparable expressions worrying matters that are not historic truths. These declarations are based upon specific aspects and presumptions consisting of anticipated development, outcomes of operations, efficiency and company potential customers and chances, which GDI thinks are affordable since the present date. While management thinks about these presumptions to be affordable based upon info presently readily available to GDI, they might show to be inaccurate. It is difficult for GDI to anticipate with certainty the effect that the present financial unpredictabilities might have on future outcomes. Positive info is likewise based on specific aspects, consisting of dangers and unpredictabilities (consisting of those explained in the “Danger Elements” area of the Business’s yearly info kind for the year ended December 31, 2024 and the Circular) that might trigger real outcomes to vary materially from what GDI presently anticipates. Specifically, these aspects consist of dangers that the Plan will not be finished on the conditions, or on the timing, presently considered, which it might not be finished at all, due to a failure to get or please, in a prompt way or otherwise, needed regulative, investor and Court approvals and other conditions to the closing of the Plan or for other factors, the failure to finish the Plan which might adversely affect the cost of the shares or otherwise impact business of GDI, the commitment of considerable resources to pursuing the Plan and the limitations troubled GDI while the Plan is pending, the unpredictability surrounding the Plan that might negatively impact GDI’s retention of consumers and company partners, or the incident of a product unfavorable result resulting in the termination of the plan contract. For that reason, future occasions and outcomes might differ considerably from what management presently visualizes. The reader ought to not put unnecessary significance on positive info and ought to not trust this info since any other date. While management might choose to, the Business is under no responsibility and does not carry out to upgrade or change this info at any specific time, other than as might be needed by law.
SOURCE GDI Integrated Center Providers Inc.