공시 • Mar 03
Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras, Inc completed the acquisition of GDI Integrated Facility Services Inc. (TSX:GDI) from Birch Hill Equity Partners IV, L.P., and Birch Hill Equity Partners V, L.P., funds managed by Birch Hill Equity Partners Management Inc., Gestion Claude Bigras, Inc, Computershare Trust Company of Canada and others.
Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras, Inc entered into a definitive agreement to acquire GDI Integrated Facility Services Inc. (TSX:GDI) from Birch Hill Equity Partners IV, L.P., and Birch Hill Equity Partners V, L.P., funds managed by Birch Hill Equity Partners Management Inc., Gestion Claude Bigras, Inc, Computershare Trust Company of Canada and others for approximately CAD 890 million on December 22, 2025. Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras, Inc will acquire all the issued and outstanding subordinate voting shares of the Company (other than those beneficially owned by Birch Hill) for $36.60 in cash per share, subject to customary closing conditions. As part of the Transaction, affiliates of Birch Hill and CGB, controlled by Claude Bigras, President and Chief Executive Officer of the Company (collectively with Birch Hill, the “Rollover Shareholders”), will roll over all of the subordinate voting shares and the multiple voting shares of the Company they beneficially own directly or indirectly for shares of the Purchaser or an affiliate thereof. In case of termination of transaction, Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras, Inc. will pay a termination fee of CAD 30 million and Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras, Inc. will pay a termination fee of CAD 20 million. Following completion of the Transaction, GDI will become a privately held company and will apply to cease to be a reporting issuer under Canadian securities laws and the subordinate voting shares will no longer be publicly traded on the Toronto Stock Exchange.
Claude Bigras is expected to remain GDI’s Chief Executive Officer and lead the business in all aspects of its operations. GDI’s current leadership team is also expected to continue following the conclusion of the Transaction and the head office is expected to remain in the Province of Québec.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, subject to antitrust regulations and subject to court approval. The Board of Directors of GDI Integrated Facility Services Inc. formed a special committee for the transaction. Special Committee has unanimously recommended that the Board of Directors approve the Transaction and recommend that GDI’s shareholders approve the Transaction. The transaction is expected to close in the first quarter of 2026. The transaction is expected to close in the first quarter of 2026. As on January 22, 2026, GDI obtained an interim order from the Superior Court of Québec and the hearing in respect of the final order approving the Arrangement is expected to take place on February 26, 2026. As of February 13, 2026 Institutional Shareholder Services Inc and Glass Lewis & Co. LLC recommended GDI shareholders to vote for the transaction. As of February 23, 2026, the deal has been approved by the shareholders of GDI Integrated Facility Services Inc. On February 26, 2026, the Superior Court of Québec (Commercial Division) has issued a final order approving the transaction. If the remaining customary closing conditions are satisfied or waived, it is anticipated that the arrangement will be completed in early March 2026.
Scotia Capital Inc. acted as financial advisor and fairness opinion provider to the special committee of GDI Integrated Facility Services Inc. Desjardins Capital Markets acted as financial advisor for GDI Integrated Facility Services Inc. Jean Michel Lapierre, Brandon Farber, and Hugo Séguin of Fasken Martineau DuMoulin LLP and Buchanan Ingersoll & Rooney PC acted as legal advisor for GDI Integrated Facility Services Inc. Clemens Mayr and François Giroux of McCarthy Tétrault LLP acted as legal advisor to the special committee of GDI Integrated Facility Services Inc. National Bank Financial, Inc. acted as financial advisor for Birch Hill Equity Partners Management Inc. Mike Devereux and Stéphanie Lapierre of Stikeman Elliott LLP acted as legal advisor for Birch Hill Equity Partners Management Inc. National Bank Financial Inc. is acting as lead left underwriter for the financing. TSX Trust Company acted as transfer agent for GDI. Sodali & Co. acted as proxy solicitation agent for GDI.
Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras, Inc completed the acquisition of GDI Integrated Facility Services Inc. (TSX:GDI) from Birch Hill Equity Partners IV, L.P., and Birch Hill Equity Partners V, L.P., funds managed by Birch Hill Equity Partners Management Inc., Gestion Claude Bigras, Inc, Computershare Trust Company of Canada and others on March 2, 2026. As a result of the completion of the Arrangement, the Subordinate Voting Shares are expected to be de-listed from the Toronto Stock Exchange at the close of business on or about March 3, 2026.