Medici Reasserts Valuation, Disclosure and Governance Concerns Regarding the GDI Arrangement

• Medici believes proposed Purchase Price is materially below Intrinsic Value

MONTREAL, Feb. 10, 2026 /CNW/ - Gestion de Portefeuille Stratégique Medici Inc. ("Medici"), which holds shares of GDI Integrated Facility Services Inc. ("GDI" or the "Company") on behalf of client portfolios managed under discretionary management agreements, is issuing this press release in response to GDI's press release dated February 5, 2026 (the "February 5 Disclosure"). The February 5 Disclosure addresses the proposed plan of arrangement (the "Arrangement") pursuant to which an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc. proposes to acquire all of the issued and outstanding subordinate voting shares of GDI for cash consideration of $36.60 per share.

Medici has reviewed the February 5 Disclosure and notes that key concerns raised by shareholders remain unanswered and warrant further clarification.

Matters Partially Addressed in the February 5 Disclosure

• Valuation multiple and purchase price

In the February 5 Disclosure, GDI states that the consideration reflects an enterprise valuation multiple "in-line with GDI's historical average forward trading multiple."

In Medici's view, the proposed consideration fails to adequately capture the Company's medium- and long-term growth prospects and is materially below the value that should reasonably be expected to be realized through a fair and robust auction process.

• Valuations Assumptions, Exclusion of future acquisitions and Leverage considerations

GDI asserts that excluding future acquisitions from the valuation is appropriate.

As stated by Medici in its February 2 press release, acquisitions have historically been a core driver of GDI's growth and long-term value creation, and their complete exclusion from the valuation framework is not consistent with that strategy.

With respect to the statements regarding leverage constraints as a factor underlying the valuation approach, the Company's publicly disclosed financial information appears inconsistent with such assertion. Net debt, including lease liabilities, declined sequentially over the last four quarters, and following quarter-end the Company completed the sale of a real estate asset, resulting in an additional approximately $15 million reduction in debt, as disclosed in the management information circular filed in connection with the Arrangement (the "Circular") and referenced in the valuation report prepared by Scotia Capital Inc. ("Scotiabank").

More importantly, the prior public statements of GDI management ("Management") directly contradict the valuation assumptions now relied upon:

• In March 2025, Management stated that GDI's "balance sheet is healthy," and that the Company was "well positioned to continue to execute on our strategic growth plan."
• In subsequent quarters, Management reiterated that leverage remained "low," "comfortably under 3x EBITDA," and "in the mid-2s," providing "plenty of ammunition to fund our growth strategy."
• Over the same period, Management repeatedly characterized GDI's M&A pipeline as "healthy," stating that the Company was "very active" in evaluating acquisition opportunities, and affirmed that GDI was "dedicated to continue to grow through acquisitions," particularly as market multiples normalized and acquisition conditions became more attractive.

   •  Absence of a market check and Practical Constraints on Superior Proposals

Medici reiterates its February 2 position that the absence of meaningful market testing materially limits shareholders' ability to assess fair value in an insider-led transaction. The transaction structure itself-- including the controlling shareholders' refusal to support alternative transactions and the requirement to proceed to a shareholder vote even if a superior proposal were to emerge -- creates practical barriers that make competing proposals highly unlikely. In this context, the absence of superior proposals noted by GDI in the February 5 Disclosure is neither surprising nor indicative of value maximization. Indeed, under these circumstances, competing proposals are effectively precluded.

Core Issues Remain Unaddressed

Medici notes that several important and fundamental issues have been left unaddressed in the February 5 Disclosure.

• Unexplained Adjustments to Management forecasts used in the valuation, for which no rationale has been provided to shareholders
  
  The Circular notes that Management forecasts relied upon in the valuation were adjusted following discussions between GDI's Management and Scotiabank. The February 5 Disclosure provides no further explanation. The nature and rationale for these adjustments have not been disclosed. Shareholders are entitled to understand how these adjustments affected the valuation range or the consideration offered under the Arrangement.

• Inconsistency with Management's prior public statements
  
  The February 5 Disclosure does not reconcile current assertions regarding leverage constraints and acquisition capacity with Management's repeated public statements throughout 2025, nor does it indicate that Management's assessment of GDI's financial flexibility or strategy has changed.

• Practical constraints on superior proposals
  
  While GDI states that the Arrangement permits consideration of superior proposals, the February 5 Disclosure does not address the practical constraints created by the transaction structure and process, including the controlling shareholders' stated refusal to support alternative transactions and the requirement to proceed to a shareholder vote on the existing Arrangement even if a superior proposal were to arise.

• Timing of the transaction
  
  The February 5 Disclosure does not address concerns regarding the timing of the Arrangement, which was initiated at a cyclical low in GDI's trading valuation following a transitional operating period, despite Management's public statements indicating improving operating conditions and renewed acquisition opportunities.

• Weight given to market-based valuation evidence
  
  While the February 5 Disclosure notes that market-based valuation analyses, including precedent transaction analysis, were considered, it does not explain why these analyses were afforded limited weight in the formal valuation, despite indicating valuation outcomes materially above the consideration offered under the Arrangement. No rationale is provided for discounting this market evidence in favour of a valuation framework that produces a lower implied value.

Commitment to Governance and Shareholder Value

Medici remains concerned that the process leading to the Arrangement materially constrained the Company's ability to assess strategic alternatives. In Medici's view, a transaction initiated by controlling shareholders, without a market-testing process and with restrictive deal protections, raises legitimate questions as to whether shareholder value was maximized.

Medici believes shareholders are entitled to evaluate the Arrangement on the basis of consistent and complete disclosure, including Management's prior public statements regarding strategy and financial position, as well as shareholder perspectives that have emerged since the Arrangement was announced.

Medici's Position

Medici reiterates that it opposes the Arrangement and intends to vote AGAINST the Arrangement. Medici continues to evaluate its options and to engage with other shareholders and relevant stakeholders, with the objective of ensuring that any transaction affecting GDI reflects fair value and appropriate governance standards.

Medici believes shareholders should carefully consider whether the valuation underlying the proposed transaction adequately reflects the Company's strategy and long-term value as previously articulated by Management.

Additional Information

This press release may be considered a solicitation and therefore Medici is relying on the exemption under section 9.2(4) of Regulation 51‐102 respecting Continuous Disclosure Obligations to make this public broadcast. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

Based upon publicly available information, GDI's registered and head office is at 695, 90^th Avenue, Lasalle, Québec, H8R 3A4, Canada.

To the extent this press release constitutes solicitation, it is being made by Medici, and not by or on behalf of the Management of GDI. Medici is relying upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, any such solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of Medici, who will not be specifically remunerated therefor. Medici may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Medici. All costs incurred for any solicitation will be borne by Medici.

A registered shareholder who has submitted a proxy may revoke such proxy by: (a) completing and signing a proxy bearing a later date and depositing it with TSX Trust Company, GDI's transfer agent, so that it is received before 9:30 a.m. (Eastern time) on February 19, 2026, or not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before any reconvened meeting if the special meeting of shareholders scheduled for February 23, 2026 at 9:30 a.m. (Eastern time) (the "Meeting") is adjourned or postponed; (b) depositing an instrument in writing executed by the registered shareholder or by such shareholder's personal representative authorized in writing (i) at the office of TSX Trust Company no later than 9:30 a.m. (Eastern time) on February 19, 2026 (or not later than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened meeting if the Meeting is adjourned or postponed), or (ii) with the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting, or where the Meeting has been adjourned or postponed, prior to the commencement of the reconvened or postponed Meeting on the day of such reconvened or postponed Meeting, or (c) in any other manner permitted by law. In addition, registered shareholders may (but are not obliged to), upon registration with TSX Trust Company upon arrival at the Meeting, revoke any and all previously submitted proxies by voting by poll on the matters put forth at the Meeting. A non‐registered shareholder wishing to revoke its voting instructions should contact its intermediary to find out whether it is possible to change its voting instructions and what procedure to follow. The revocation of a proxy does not affect any matter on which a vote has been taken before the revocation.

None of Medici or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than as set out herein.

Advisors

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

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release, including statements regarding Medici's intention to vote against the Arrangement 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 controlling 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.

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