IBI Group Inc. Obtains Final Court Order Approving Its Plan of Arrangement With Arcadis
21 9월 2022 - 5:00AM
IBI Group Inc. ("
IBI" or the
"
Company"), a globally integrated design and
technology firm, has obtained a final court order (the
"
Final Order") from the Ontario Superior Court of
Justice (Commercial List) approving the previously announced plan
of arrangement (the "
Plan of Arrangement") under
the Canada Business Corporations Act.
The Plan of Arrangement provides for, among
other things, the acquisition by Arcadis N.V.
("Arcadis"), through two wholly-owned
subsidiaries, of all of the issued and outstanding common shares of
the Company (the "Common Shares") and Class B
Units of IBI Group (the "Class B Units") for cash
consideration of C$19.50 per Common Share or Class B Unit, as the
case may be.
As previously announced, the Plan of Arrangement
was approved by the holders of Common Shares and non-participating
voting shares, series 1 of the Company (together with the Common
Shares, the "Voting Shares") at the special
meeting of holders of Voting Shares held on September 16, 2022.
The Plan of Arrangement 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, within two to three
business days following the completion of the Plan of Arrangement,
the Common Shares will be delisted from the Toronto Stock Exchange.
Additional details about the Plan of Arrangement can be found in
the management information circular of the Company 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 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 2Y7Tel: 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 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 (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, 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.
IBI (TSX:IBG)
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