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.
Arcadis 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 INC
IBI 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.
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