Arcadis receives overwhelming support from IBI shareholders at IBI’s Special Meeting to acquire IBI
16 Settembre 2022 - 8:30PM
Arcadis receives overwhelming support from IBI shareholders at
IBI’s Special Meeting to acquire IBI
Amsterdam, September 16, 2022 – Arcadis, the leading
global design & consultancy organization for natural and built
assets, is pleased to announce that at
the Special
Meeting of
shareholders of IBI Group Inc.
(“IBI”) held earlier today (the “Meeting”), the
holders of common shares and non-participating
voting shares, series 1 of IBI (collectively, the
" Voting Shareholders") overwhelmingly voted in
favour for
Arcadis to acquire all the issued and outstanding
common shares of IBI and Class B
Units of IBI Group for cash consideration of C$19.50 per common
share or Class B Unit.
On 18 July 2022, Arcadis and IBI announced they had entered into
an agreement for Arcadis to acquire all of the common shares of IBI
and Class B Units of IBI Group under a plan of arrangement (the
“Plan of Arrangement”). The completion of the Plan of Arrangement
was subject to, i.a. US regulatory approvals and shareholder
approval by the Voting Shareholders. On September 6th, the
regulatory waiting period for the HSR filing passed, satisfying the
US regulatory condition. Earlier today, the IBI Voting Shareholders
met in a Special Meeting to vote on the transaction.
The resolution approving the Plan of Arrangement (the
"Arrangement Resolution") was overwhelmingly approved at the
Meeting by more than (i) 99.9% of the votes cast by Voting
Shareholders voting or represented by proxy at the Meeting, and
(ii) 99.9% of the votes cast by the minority Voting Shareholders
voting or represented by proxy at the Meeting, excluding the common
shares of IBI required to be excluded pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101").
To be effective, the Arrangement Resolution required the
affirmative vote of at least (i) two-thirds of the votes cast at
the Meeting by Voting Shareholders present or represented by proxy,
and (ii) a simple majority of the votes cast at the Meeting by the
minority Voting Shareholders present or represented by proxy at the
Meeting, excluding the common shares of IBI required to be excluded
pursuant to MI 61-101 (being the common shares held by Mr. Scott
Stewart and Mr. David Thom). Accordingly, all shareholder approvals
required in order to proceed with the Plan of Arrangement have been
obtained.
The Plan of Arrangement is now expected to become effective, and
the transaction be successfully closed, on or about September 27,
2022, subject to, i.a. IBI obtaining a Final Order from the Ontario
Superior Court of Justice (Commercial List) in respect of the Plan
of Arrangement and the satisfaction or waiver of certain other
customary closing conditions.
Additional details about the voting results, Plan of Arrangement
and the Arrangement Resolution can be found on SEDAR
(www.sedar.com) under IBI's issuer profile.
ABOUT ARCADISArcadis is a leading global Design &
Consultancy organization for natural and built assets. Applying our
deep market sector insights and collective design, consultancy,
engineering, project and management services we work in partnership
with our clients to deliver exceptional and sustainable outcomes
throughout the lifecycle of their natural and built assets. We are
29,000 people, active in over 70 countries that generate €3.4
billion in revenues. We support UN-Habitat with knowledge
and expertise to improve the quality of life in rapidly
growing cities around the world. www.arcadis.com.
ABOUT IBI GROUP INCIBI Group Inc. 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 believes that cities thrive when
designed with intelligent systems, sustainable buildings, efficient
infrastructure, and a human touch. Follow IBI on LinkedIn, Twitter
and www.ibigroup.com.
FOR FURTHER INFORMATION PLEASE CONTACT:ARCADIS INVESTOR
RELATIONSChristine Disch Mobile: +31 (0)6 1537 6020E-mail:
christine.disch@arcadis.com
- Arcadis receives overwhelming support from IBI shareholders at
IBI’s Special Meeting to acquire IBI
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