IBI Group Inc. Obtains Final Court Order Approving Its Plan of Arrangement with Arcadis
DateSeptember 20, 2022
Toronto, Ontario – September 20, 2022 – 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, CFO
IBI Group Inc.
55 St. Clair Avenue West
Toronto, ON M5V 2Y7
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.