Medici Opposes Opportunistic Insider‑Led Take‑Private Bid for GDI Integrated Facility Services

• Controlling Shareholders refuse to let the Company undertake a sales process
• Medici believes proposed Purchase Price is materially below Intrinsic Value

MONTRÉAL, Feb. 2, 2026 /CNW/ - Gestion de Portefeuille Stratégique Medici Inc., which holds shares of GDI Integrated Facility Services Inc. (TSX: GDI) for its clients' portfolios managed under discretionary management agreements (collectively "Medici"), today announced that it intends to vote AGAINST the recently announced transaction (the "Arrangement") between GDI Integrated Facility Services Inc. ("GDI" or the "Company") and an entity (the "Purchaser") affiliated with Birch Hill Equity Partners Management Inc. ("Birch Hill") and Gestion Claude Bigras Inc. ("GCB"), pursuant to which the Purchaser seeks to acquire all the issued and outstanding subordinate voting shares of the Company for an all-cash consideration of $36.60 per share.

The Company has convened a special meeting of shareholders on February 23, 2026 at 9:30 a.m. (Eastern time) (the "Meeting") to consider a special resolution approving the Arrangement (the "Arrangement Resolution").

Medici exercises control or direction over 2 272 255 subordinate voting shares of the Company, representing approximately 15.4% of the 14,802,599 issued and outstanding subordinate voting shares as at the record date fixed by the Company in respect of the Meeting (as provided by the Company in the Company's management information circular (the "Circular")), and approximately 16.2% of the votes eligible to be cast on the Arrangement Resolution. To the knowledge of Medici, it is the largest holder of subordinate voting shares of GDI, and has been a shareholder since June 2015.

Under the terms of the Arrangement, the controlling shareholders of the Company (Birch Hill and the Company's President and CEO, Claude Bigras) will acquire the Company. In connection with the Arrangement, affiliates of Birch Hill and GCB, controlled by the President and CEO of the Company (collectively with Birch Hill, the "Rollover Shareholders"), will roll over all the subordinate voting shares and multiple voting shares of the Company that they beneficially own, directly or indirectly, in exchange for shares of the Purchaser or an affiliate thereof. Upon completion of the Arrangement, the Company's shares will be delisted from the Toronto Stock Exchange, and the Company will cease to be a reporting issuer.

Medici believes that the Arrangement is opportunistic, unfair to shareholders, and does not reflect GDI's intrinsic value or its medium- and long-term prospects, primarily for the following reasons:

Formal valuation relies on overly pessimistic framework 

• Medici believes the formal valuation conducted by Scotia Capital Inc. ("Scotiabank") relies on an overly pessimistic valuation framework that presents an incomplete picture of GDI's growth prospects. In particular, the formal valuation is based on management forecasts ("Management Forecasts") that exclude any future M&A activity, despite acquisitions having been the Company's primary growth driver, resulting in a low valuation range that fails to reflect GDI's intrinsic value.
  
  Since its initial public offering in 2015, the Company's main growth driver has been acquisitions of other companies. Since then, the Company's average annual revenue growth through acquisitions has been approximately 11%, while average annual organic growth has been approximately 4%. Despite this track record, the formal valuation assumes annualized growth of only 3.4%, effectively projecting organic growth alone and excluding any contribution from future acquisitions over the next five years.
  
  This assumption contradicts the Company's historical trends, which have been driven primarily by acquisitions. This ongoing strategy has also been confirmed by Company President and CEO Claude Bigras during the most recent conference call with shareholders when the results for the third quarter of 2025 were presented. The Scotiabank valuation report provided no explanations as to why future M&A transactions have been excluded, particularly in circumstances where they are core to the Company's business model. Had the valuation reflected the Company's historical growth profile, including its acquisition-driven expansion, it would reasonably be expected to result in a materially higher assessment of GDI's fair value.
  
  Furthermore, the valuation methodology applies financial assumptions that artificially depress value. The discounted cash flow analysis relies on a discount rate range of 8.25% to 9.25%, which Medici believes is unwarranted based on the Scotiabank valuation report itself. Medici believes that applying a more appropriate discount rate would increase the implied fair market value by more than 10%.
  
  Additionally, relevant market evidence was given insufficient weight. Although Scotiabank conducted a precedent transaction analysis, it gave very little weight to such methodology, even though the analysis indicates a materially higher valuation for the Company. This suggests that the consideration offered to shareholders has not been maximized.
  
  Medici also notes that forecast adjustments were made without adequate disclosure. Management Forecasts relied upon in the valuation were adjusted following discussions between GDI's management and Scotiabank. The nature and rationale for these adjustments have not been disclosed. Shareholders are entitled to understand how these changes impacted the valuation.

Transaction Initiated at a Cyclical Low in GDI's Valuation

• The timing of the Arrangement coincides with a historic low in the value of the stock. Fiscal 2025 marked the first year since the Company went public in 2015 in which revenue growth is expected to be negative, placing significant downward pressure on the share price. Management has suggested that operating conditions are improving, including through comments regarding renewed M&A opportunities and the normalization of the impact from the loss of a major client. These statements indicate that the current period is transitional. In this context, forcing shareholders to sell at this point in the cycle raises serious concerns about the opportunistic timing of the Arrangement.

Flawed Sale Process

• The process followed in connection with the Arrangement contains fundamental flaws that raise serious concerns about whether shareholder value was maximized. Birch Hill brought forward the proposal on the basis, and with the understanding, that no alternative transaction would be supported and that no auction or market‑testing process would be permitted. As a result, the Company did not conduct an auction or formal market test prior to entering into the Arrangement.
  
  In spite of this, the Special Committee and the board of directors of the Company (the "Board") went even further. They agreed that even if a superior proposal were to emerge, the Company could neither accept that proposal nor terminate the Arrangement. Instead, shareholders would still be required to vote on the Arrangement Resolution. Taken together, the restrictive terms of the Arrangement and the surrounding process created significant practical barriers to competing bids. In practice, this made it highly unlikely that any alternative bidder could submit a viable superior proposal, despite the Board's theoretical ability to consider other offers. Under these circumstances, the process adopted effectively prevents the maximization of shareholder value.
  
  The Circular discloses that the Special Committee concluded that the Arrangement is "an attractive proposal for the shareholders relative to the other strategic alternatives reasonably available to [GDI]". It is not clear how the Special Committee concluded that the Arrangement represents an attractive outcome relative to other reasonably available alternatives, particularly given (i) the absence of any meaningful market test and (ii) the restrictions imposed by the Rollover Shareholders and the Special Committee that should effectively block a superior proposal.

Medici is actively evaluating and pursuing steps in opposition to the Arrangement. These actions may include discussions with securityholders of the Company and other parties to assess support for Medici's position and for other reasons, and the solicitation of proxies from securityholders of the Company in opposition to the Arrangement Resolution and regarding related matters, as well as taking other steps or pursuing courses of action intended to maximize value for all shareholders of the Company. Depending on market conditions and other factors, Medici may in the future increase or decrease its control or direction over securities of the Company through open market transactions, private agreements or otherwise.

This press release is also issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), which requires a report to be filed on SEDAR+ (www.sedarplus.ca) containing additional information with respect to the foregoing matters. Medici is ceasing to file reports under Part 4 of NI 62-103 in respect of the Company. To receive a copy of the early warning report filed in respect of the above matters, please contact the Chief Compliance Officer of Medici.

NO SOLICITATION

This press release is for informational purposes only and does not constitute a solicitation of proxies. Any solicitation of proxies by Medici will be made only in compliance with applicable Canadian corporate and securities laws.

ADVISORS

Woods LLP and McMillan LLP are acting as legal counsel to Medici.

ADDRESS OF MEDICI

Gestion de Portefeuille Stratégique Medici Inc.
1428 Rue Montarville, bureau 201
Saint-Bruno-de-Montarville, Québec J3V 3T5

ADDRESS OF THE COMPANY

GDI Integrated Facility Services Inc.
695, 90th Avenue
LaSalle, Québec H8R 3A4

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release, including statements regarding Medici's intention to vote against the Arrangement Resolution and other steps it may take in opposition to the Arrangement, contain "forward-looking statements" and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Medici believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting GDI's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel and third party service providers, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, and taxes, and that there will be no unplanned material changes to GDI's facilities, operations and customer and employee relations. Medici cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Medici and there is no assurance that they will prove correct. Important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements include, among other things, actions taken by GDI, the Purchaser or the Rollover Shareholders with respect to the Arrangement and agreements entered into among them, industry risk and other risks inherent in the running of the business of GDI, foreign currency exchange rates and interest rates, general economic conditions, legislative or regulatory changes, changes in income tax laws, and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Medici's forward-looking statements. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond Medici's ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by Medici will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Medici or GDI and their respective future results and performance. Forward-looking statements in this press release are based on Medici's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Medici disavows and disclaims any obligation to do so, except as required by applicable law.

SOURCE Gestion de Portefeuille Stratégique Medici Inc.

MEDIA INQUIRIES: Karine Turcotte, Chief Compliance Officer, Phone: [phone], Email: [email protected]