Indigo Receives Final Court Approval for Arrangement with Trilogy

TORONTO, May 30, 2024 /CNW/ - Indigo Books & Music Inc. (TSX: IDG) ("Indigo" or the "Company"), Canada's leading book and lifestyle retailer, is pleased to announce that the Company has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously-announced plan of arrangement in accordance with the Business Corporations Act (Ontario) (the "Arrangement"). Pursuant to the terms of the Arrangement, Trilogy Investments L.P ("TILP") will acquire the approximately 39.4% of the issued and outstanding common shares of Indigo that TILP, Trilogy Retail Holdings Inc. and their respective affiliates and joint actors do not currently own for $2.50 per share in cash.

Receipt of the final order follows Indigo's special meeting of shareholders held on May 27, 2024, where the Arrangement was overwhelmingly approved by over 95% of the votes cast by shareholders of Indigo and by a significant majority of minority shareholders of Indigo. The Arrangement is expected to be effected on or about May 31, 2024, subject to the satisfaction of customary closing conditions.

Following completion of the Arrangement, it is anticipated that the common shares of Indigo will be delisted from the Toronto Stock Exchange (the "TSX"). Trilogy also intends to cause Indigo to apply to cease to be a reporting issuer under applicable Canadian securities laws, and to otherwise terminate Indigo's public reporting requirements, following completion of the Arrangement.

About Indigo

Indigo is a publicly traded Canadian company listed on the Toronto Stock Exchange (IDG). Indigo is Canada's leading book and lifestyle retailer. The Company operates retail stores in all ten provinces and one territory in Canada, and also has retail operations in the United States through a wholly-owned subsidiary, operating one retail store in Short Hills, New Jersey. Retail operations are seamlessly integrated with the Company's digital channels, including the www.indigo.ca website and the mobile applications, which are extensions of the physical stores and offer customers an expanded assortment of book titles, along with a meaningfully curated assortment of general merchandise. Indigo believes in real books, in living life fully and generously, in being kind to each other and that stories – big and little – connect us.

The Company supports a separate registered charity, called the Indigo Love of Reading Foundation (the "Foundation"), which is committed to addressing educational inequality, and more specifically, the literacy crisis in Canada. The Foundation provides resources including new books and learning materials, training and year-round curation support to help ensure teachers, education staff, school administrators and other key stakeholders have the tools they need to promote literacy in their communities. With the support of the Company, its customers, employees, and suppliers, the Foundation has committed over $35.0 million to more than 1,000,000 students across Canada since 2004.

To learn more about Indigo, please visit the "Our Company" section at indigo.ca.

Forward-Looking Statements

This press release contains statements that are "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, among other things, statements regarding the Arrangement, including the anticipated timing of completion of the Arrangement, the delisting of Indigo common shares from the TSX, the application for Indigo to cease to be a reporting issuer, 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. 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, which depend on various factors, many of which are beyond the Company's control. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update any forward-looking statement contained in this press release even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

SOURCE Indigo Books & Music Inc.

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