In what was largely a formality, shareholders of Indigo Books & Music backed the proposal to sell Canada's largest bookstore chain to the private investment firm Trilogy Investments.
The May 27 vote followed an offer made this spring by Trilogy Investments L.P. (TILP) and Trilogy Retail Holdings Inc. to acquire all outstanding Indigo shares for C$2.50 per share. The Trilogy firms—which are controlled by Canadian billionaire Gerald Schwartz, an Indigo board member and the husband of Indigo founder and CEO Heather Reisman—already owned 60.6% of all company shares. “We are pleased with the result of today’s vote and look forward to continuing our work on Indigo’s transformation strategy,” said Reisman, in a prepared statement.
Under terms of the agreement, the transaction required the approval of 2/3 of the votes cast by shareholders entitled to vote on the deal, including TILP, and the approval of a simple majority of the votes by shareholders excluding TILP and its affiliates. Both groups approved the agreement by wide margins. The last hurdle to move Indigo from a publicly-traded company to a privately-owned business is a final order from the Ontario Superior Court of Justice, which is expected on May 30. Following the order, Indigo will be delisted from the Toronto Stock Exchange on May 31.
Reisman and other Indigo executives, including former Penguin Random House CEO Markus Dohle, who was named Indigo chairman last September, supported the move to go private, citing lower operating costs and more flexibility in the bookstore's efforts to remake the company. Indigo has endured an extraordinarily difficult few years, beginning with declining sales through its physical bookstores during the pandemic and a cyberattack that crippled its e-book sales. Indigo's sales slump continued through the final quarter of 2023, when revenue dropped 12%, and its net income in the period fell to C$10 million, from C$34.3 million in the last quarter of 2022.
Reisman acknowledged in an interview with Bloomberg that the decision to take Indigo’s focus away from books to include more general merchandise was a mistake, and that the company was now committed to focusing on books.
