Birch Hill Equity Partners has agreed to acquire GDI Integrated Facility Services in an all-cash take-private transaction valuing the company at approximately $862 million.

Under the arrangement agreement, an entity affiliated with Birch Hill and Gestion Claude Bigras will acquire all issued and outstanding subordinate voting shares not already owned by Birch Hill for $36.60 per share in cash, subject to customary closing conditions.

Affiliates of Birch Hill and Gestion Claude Bigras controlled by GDI President and CEO Claude Bigras, will roll over all subordinate voting shares and multiple voting shares they beneficially own for shares of the purchaser or an affiliate. Together, these rollover shareholders own all of GDI’s multiple voting shares and about 2.1% of the subordinate voting shares, representing roughly 38.5% of the company’s outstanding shares and 41.3% of the votes.

The offer represents a 25% premium to GDI’s closing share price on Dec. 22, 2025, and a 30% premium to the 20-day volume-weighted average trading price on the Toronto Stock Exchange for the period ending that day.

The transaction was unanimously approved by GDI’s board of directors, with conflicted directors abstaining, following a unanimous recommendation from a special committee of independent directors. Scotiabank, acting as independent financial advisor to the special committee, provided a fairness opinion stating that the consideration is fair, from a financial point of view, to GDI shareholders other than the rollover shareholders, and completed a formal valuation placing the fair market value of the shares between $32.00 and $38.50.

The deal will be implemented by way of a plan of arrangement under the Canada Business Corporations Act and is expected to close in the first quarter of 2026, subject to shareholder, court and regulatory approvals in Canada and the United States. The transaction is not subject to a financing condition.

Following completion, GDI will become a privately held company and will apply to cease being a reporting issuer, with its shares delisted from the TSX. Claude Bigras is expected to remain CEO, the current leadership team is expected to continue, and the company’s head office is expected to remain in Québec.

Birch Hill is a Toronto-based mid-market private-equity firm with more than $6 billion in assets under management. GDI is a leading provider of integrated commercial facility services across Canada and the United States,  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.

The company serves office, industrial, institutional and transportation facilities.

Photo: GDI