LASALLE, QC, Feb. 17, 2026 /CNW/ - GDI Integrated Facility Services Inc. ("GDI" or the "Company") (TSX: GDI) reminds its shareholders (the "Shareholders") about the proxy voting deadline for the Company's upcoming special meeting of Shareholders (the "Meeting") scheduled to be held in person on February 23, 2026 at 9:30 a.m. (Eastern time) at St. James Club, Room Midway, located at 1145 Union Avenue, Montréal, Québec to consider the previously-announced plan of arrangement (the "Arrangement"), pursuant to which an entity affiliated with Birch Hill Equity Partners Management Inc. ("Birch Hill") 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.
ACT NOW AND VOTE TODAY. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU HOLD.
To ensure their vote is counted, Shareholders are encouraged to submit their vote FOR the Arrangement before the proxy voting deadline on Thursday, February 19, 2026 at 9:30 a.m. (Eastern time). This represents the recommendation of the Board of Directors of the Company (with interested directors abstaining) and leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC.
The terms of the Arrangement are further described in the management information circular (the "Circular") and related materials for the Meeting, all of which are available on SEDAR+ at www.sedarplus.ca or on the Company's website at https://gdi.com/investors/.
NEED HELP VOTING?
Shareholders who have questions about voting their shares or require assistance may contact Sodali & Co, GDI's shareholder communications advisor and proxy solicitation agent:
-- Toll-Free (North America): 1-833-711-4834 -- Banks, brokers and outside North America: 1-289-695-3075 -- Email: assistance@investor.sodali.com
OBTENTION OF REGULATORY APPROVALS
GDI also announces that it has received all required regulatory approvals in connection with the proposed Arrangement. An advance ruling certificate pursuant to the Competition Act (Canada) has been issued and early termination of the applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been granted.
ABOUT GDI
GDI is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, distribution centers, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centres, airports and other transportation facilities. GDI's commercial facility services capabilities include commercial janitorial and building maintenance, energy advisory and system optimization, the installation, maintenance and repair of HVAC-R, mechanical, electrical and building automation systems, as well as other complementary services such as janitorial products manufacturing. GDI's subordinate voting shares are listed on the Toronto Stock Exchange (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute forward-looking information within the meaning of securities laws, including statements relating to the anticipated benefits of the Arrangement for GDI and its stakeholders, shareholder and court approvals and the anticipated timing of completion of the Arrangement. Forward looking information may relate to GDI's future outlook and anticipated events, business, operations, financial performance, financial condition or results, and include the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary shareholder and court approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement and the completion of the Arrangement on expected terms, the impact of the Arrangement and the dedication of substantial resources from GDI to pursuing the Arrangement on GDI's ability to maintain its current business relationships and its current and future operations, and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities, which GDI believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to GDI, they may prove to be incorrect. It is impossible for GDI to predict with certainty the impact that the current economic uncertainties may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties (including those described in the "Risk Factors" section of the Company's annual information form for the year ended December 31, 2024 and the Circular) that could cause actual results to differ materially from what GDI currently expects. Namely, these factors include risks that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions to the closing of the Arrangement or for other reasons, the failure to complete the Arrangement which could negatively impact the price of the shares or otherwise affect the business of GDI, the dedication of significant resources to pursuing the Arrangement and the restrictions imposed on GDI while the Arrangement is pending, the uncertainty surrounding the Arrangement that could adversely affect GDI's retention of customers and business partners, or the occurrence of a material adverse effect leading to the termination of the arrangement agreement. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to do so, the Company is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law.
SOURCE GDI Integrated Facility Services Inc.
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February 17, 2026 07:00 ET (12:00 GMT)
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