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On December 23, 2025, GDI Integrated Facility Services Inc. has entered into an arrangement agreement with an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc. to acquire all outstanding subordinate voting shares at $36.60 cash per share. Affiliates of Birch Hill and GCB, controlled by President and CEO Claude Bigras, will roll over their existing subordinate and multiple voting shares for equity in the acquiring entity. The rollover shareholders currently hold all multiple voting shares and approximately 2.1% of subordinate voting shares, representing 38.5% of issued shares and 41.3% of voting rights. The purchase price represents a 25% premium to the December 22, 2025 closing price and a 30% premium to the 20-day volume weighted average trading price. A special committee of independent directors unanimously recommended the transaction after receiving a fairness opinion and formal valuation from Scotiabank, which determined fair market value ranges from $32.00 to $38.50 per share. The agreement includes a $20 million break fee payable by GDI in limited circumstances and a $30 million reverse break fee. The transaction requires two-thirds approval from all shareholders and majority approval from minority shareholders, along with court approval.
Fasken Martineau DuMoulin LLP and Buchanan Ingersoll & Rooney PC serve as legal advisors to GDI, McCarthy Tétrault LLP advises the special committee, and Stikeman Elliott LLP represents Birch Hill.
The transaction is expected to close in first quarter 2026.
Parties
Company
Birch Hill Equity Partners Management Inc.
Company
GDI Integrated Facility Services Inc.
Deal Type
Merger & AcquisitionIndustry
OtherTransaction
$ 861,000,000Deal Status
ClosedClosing Date
02 March 2026