GDI Integrated Facility Services Inc. (“GDI” or the “Company”) (TSX: GDI) is pleased to announce that its shareholders have approved the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”), pursuant to which an entity affiliated with Birch Hill Equity Partners Management Inc. (“Birch Hill“) and Gestion Claude Bigras Inc. (together with Birch Hill, the “Rollover Shareholders”) will acquire all the issued and outstanding subordinate voting shares of the Company (other than those beneficially owned by Birch Hill) for $36.60 in cash per share.
At the special meeting of the shareholders of GDI held earlier today, the special resolution approving the Arrangement (the “Arrangement Resolution”) was passed by 79.04% of the votes cast on the Arrangement Resolution by the holders of subordinate voting shares and multiple voting shares of the Company, voting together as a single class, present in person or represented by proxy at the meeting, and by 62.27% of the votes cast on the Arrangement Resolution by the holders of subordinate voting shares of the Company excluding those held by the Rollover Shareholders or owned or beneficially controlled by any other person required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, present in person or represented by proxy at the meeting.
The Arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Superior Court of Québec approving the Arrangement (the “Final Order”). The hearing in respect of the Final Order is expected to take place on February 26, 2026. If the necessary court approval is obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will close in early March 2026.
ABOUT GDI
GDI is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, distribution centers, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centres, airports and other transportation facilities. GDI’s commercial facility services capabilities include commercial janitorial and building maintenance, energy advisory and system optimization, the installation, maintenance and repair of HVAC-R, mechanical, electrical and building automation systems, as well as other complementary services such as janitorial products manufacturing. GDI’s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com.
Source: GDI Integrated Facility Services Inc.
