Posted on September 19, 2022
Ibi Group Co., Ltd. (“Ibi” or “Company“), a globally integrated design and technology company, held a special conference today (“meeting“), holders of our common stock and non-voting stock, Series 1 (collectively, “voting shareholders“) An overwhelming majority voted in favor of the Arrangement Resolution (defined below).
At the general meeting, the voting shareholders will agree to the Company’s previously announced plan of arrangement (“the plan of Arrangement“), according to which Arcadis NV (“Arcadis“), through two wholly-owned subsidiaries, to acquire, inter alia, all outstanding common shares of the Company and Class B Units of IBI Group for cash consideration of C$19.50 per Common Share or Class B Unit.
A resolution approving the plan of arrangement (“arrangement resolution“) shall (i) hold 99.9% or more of the votes cast by shareholders exercising voting rights or entitled to be represented by proxy at shareholders’ meetings; and (ii) voting or represented by Approved overwhelmingly by more than 99.9% of the votes cast by minority voting shareholders, except for our common stock, which must be excluded pursuant to Multilateral Document 61-101. Protection of Minority Shareholders in Special Transactions (“MI61-101”).
At least (i) affirmative votes were required for the Arrangement Resolution to be valid. two-thirds Voting Rights Shareholders voted at the General Meeting in their presence or by proxy; and (ii) simple majority Voting rights cast at this meeting by minority voting shareholders who are present at the meeting or represented by proxy (our common stock held by Mr. Stock) Scott Stewart and David Thom). Accordingly, all shareholder approvals required to proceed with the proposed arrangement have been obtained.
Details of the voting results will be included in the voting results report filed under the IBI Issuer Profile on SEDAR (www.sedar.com).
The Arrangement Plan is expected to enter into force on or about September 27, 2022. This is subject to, among other things, the satisfaction or waiver of the Plan of Arrangement and certain other customary closing conditions from the Superior Court of Ontario. The Company’s common stock is expected to be delisted from the Toronto Stock Exchange within two to three business days after the completion of the Plan of Arrangement. Additional details regarding the Arrangement Plan and the Arrangement Resolution can be found in the Company’s Management Information Circular dated August 15, 2022, a copy of which can be found on his IBI Issuer Profile on his SEDAR (www.sedar.com). Available at
About IBI Group Co., Ltd.
IBI Group Inc. (TSX:IBG) is a technology-driven design firm with global architecture, engineering, planning and technology expertise across more than 60 offices and 3,500 professionals worldwide. For nearly 50 years, its dedicated professionals have helped clients create livable, sustainable and advanced urban environments. IBI Group believes that cities thrive through intelligent systems, sustainable buildings, efficient infrastructure, and humane design. Follow IBI Group on LinkedIn and Twitter.
On July 18, 2022, Arcadis and IBI Group jointly announced that they have entered into an agreement for Arcadis to acquire IBI Group.The Arrangement Plan is expected to enter into force around the same date. September 27, 2022, subject to the caveats above. Click here for the announcement.
For more information, please contact:
Stephen Taylor, CFO
Ibi Group Co., Ltd.
55 St Clair Ave West
Toronto, Ontario M5V 2Y7
Phone: 416-596-1930
www.ibigroup.com
Forward-Looking Statements
Certain information contained in this news release may contain forward-looking statements within the meaning of applicable securities laws. “Continue”, “Plan”, “Propose”, “Will”, “Will”, “Believe”, “Expect”, “Position”, “Expect”, “Improve”, ” The use of any of the words “enhance” and similar expressions are intended to identify forward-looking statements. More specifically, without limitation, this news release contains forward-looking statements regarding the timing and ability of the company to implement its plans of the plan. Our timing and ability to obtain final orders (if any). Our and Arcadis’ ability to meet the antecedent conditions (if any) to complete the arrangement plan. the timing of the delisting of our common stock, if any;
Forward-looking statements necessarily involve risks. This includes, but is not limited to, risks associated with our ability to implement the Plan of Arrangement on the terms set forth in this news release. our ability to obtain all regulatory, court and stakeholder approvals necessary to complete the arrangements; our ability to complete the transactions contemplated by the Arrangement Plan; the general regulatory environment in which we operate;
Events or circumstances could cause actual results to differ materially from those projected. It is the result of established risk factors, other known and unknown risks, uncertainties and other factors, many of which are beyond IBI’s control. In addition, forward-looking statements or information, which were used in the preparation of such statements and information, may prove to be inaccurate and may not be forwarded to interested parties. Based on many factors and assumptions used in preparing these statements and information. Provides a more complete outlook on IBI’s future business. Such information may prove to be inaccurate and readers are cautioned that the information may not be suitable for other purposes. Although we believe that the expectations reflected in our statements or information are reasonable, you should not place undue reliance on forward-looking statements. In addition to other factors and assumptions that may be identified here, among other things, the general stability of the economic and political environment in which the IBI operates and the timeliness of any necessary regulatory approvals. Assumptions have been made regarding receipt. Readers are cautioned that the preceding list is not exhaustive of all factors and assumptions used. As a result, actual results may differ materially from those anticipated in the forward-looking statements. In addition, the forward-looking statements contained herein are made as of the date hereof and IBI may not make any statements regarding the forward-looking statements contained herein as a result of new information, future events or otherwise. undertakes no obligation to publicly update or amend the as may be required by applicable securities laws.
