TORONTO, Sept. 20, 2022 (GLOBE NEWSWIRE) — IBI Group Inc. (“IBI” or the “company“), a globally integrated design and technology company, has obtained a final court order (which “Last order“) by the Ontario Superior Court of Justice (Commercial List) approving the previously announced Scheme of Settlement (the “arrangement plan“) under the Canada Business Corporations Act.
Among other things, the Plan of Arrangement provides for the takeover by Arcadis NV (“Arcadis“), through two wholly owned subsidiaries, all of the Company’s issued and outstanding common stock (the “common shares“) and Class B Shares of IBI Group (the “Class B Shares“) for cash consideration of C$19.50 per common share or Class B share, as the case may be.
As previously announced, the Plan of Arrangement has been approved by the holders of the Company’s Series 1 Common Stock and Nonparticipating Voting Stock (together with the Common Stock, the “Voting Shares“) at the Special Meeting of Holders of Voting Shares on September 16, 2022.
The Scheme of Agreement is expected to become effective on or about September 27, 2022, subject to, among other things, the satisfaction or waiver of certain other customary closing conditions. It is expected that the common shares will be delisted from the Toronto Stock Exchange within two to three business days of the closing of the plan of arrangement. Further details of the Plan of Arrangement can be found in the Company’s Management Information Circular dated August 15, 2022, which is available on SEDAR (www.sedar.com) under IBI’s Issuer Profile. A copy of the final order will be filed on SEDAR (www.sedar.com) under IBI’s issuer profile.
About IBI Group Inc.
IBI Group Inc. (TSX:IBG) is a technology-driven design company with global architecture, engineering, planning and technology expertise encompassing more than 60 offices and 3,500 professionals around the world. For nearly 50 years, its dedicated professionals have been helping clients create livable, sustainable and progressive urban environments. IBI Group believes that cities thrive when they are 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 reached 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 above caveats. Read about the announcement here.
For more information please contact:
Stephen Taylor, Chief Financial Officer
IBI Group Inc.
55 St Clair Avenue West
Toronto, ON M5V 2Y7
Certain information in this press release may contain forward-looking statements within the meaning of applicable securities laws. Use of any of the words “continue,” “plan,” “propose,” “would,” “will,” “believe,” “expect,” “position,” “anticipate,” “improve,” “enhance,” and similar Terms are intended to identify forward-looking statements. Specifically, and without limitation, this press release contains forward-looking statements regarding the Company’s timing and ability to implement the Plan of Arrangement (if any); the Company’s and Arcadis’ ability to satisfy the conditions precedent to complete the Plan of Arrangement (if any); and the timing of the delisting of the common stock (if at all).
Forward-looking statements inherently involve risks, including but not limited to risks related to the Company’s ability to implement the Plan of Arrangement on the terms described in this press release; the Company’s ability to obtain all necessary regulatory and stakeholder approvals to complete the Plan of Arrangement; the Company’s ability to complete the transactions contemplated by the plan of arrangement; and the general regulatory environment in which the company operates.
Events or circumstances could cause actual results to differ materially from those projected due to the risk factors discussed and other known and unknown risks, uncertainties and other factors, many of which are beyond IBI’s control. In addition, forward-looking statements or information are based on a number of factors and assumptions that were used to develop such statements and information, but which may prove to be incorrect, and that were used to develop such statements and information to interest groups to provide a broader perspective on IBI’s future activities. Such information may prove to be inaccurate and readers are cautioned that the information may not be appropriate for any other purpose. Although the Company believes that the expectations reflected in any such forward-looking statements or information are reasonable, undue reliance should not be placed on any forward-looking statements, as the Company cannot guarantee that such expectations will prove to be correct. In addition to other factors and assumptions that may be identified herein, assumptions have been made regarding, among others: the general stability of the economic and political environment in which IBI operates and the timely receipt of all necessary regulatory approvals. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions used. As a result, actual results could differ materially from those anticipated in the forward-looking statements. In addition, the forward-looking statements contained herein speak as of the date of this release and IBI undertakes no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.