Trilogy International Partners Inc. and SG Enterprises II, LLC Announce Go-Private Transaction

BELLEVUE, WA / ACCESSWIRE / December 19, 2023 / Trilogy International Partners Inc. ("TIP Inc." or the "Company") (TSXV:TRL.H) and SG Enterprises II, LLC ("SG"), an entity controlled by John W. Stanton, a director of the Company, and Theresa E. Gillespie, a former director of the Company, today announced they have entered into an arrangement agreement (the "Arrangement Agreement") whereby SG has agreed to acquire all of the issued and outstanding common shares (the "Common Shares") of the Company that SG does not already own (the "Transaction").

Under the terms of the Arrangement Agreement, shareholders of the Company ("Shareholders") will receive US$0.07 per Common Share in cash (the "Consideration") on completion of the Transaction.

The Transaction is meant to maximize the amount of the Company's remaining cash that will be available for distribution to the Shareholders as the Company continues with its Plan of Liquidation adopted on June 10, 2022. Following the Transaction, the Company is expected to have sufficient funds to cover anticipated expenses through dissolution and a reserve for unexpected liabilities.

Transaction Details

The Transaction, which was approved unanimously (with John W. Stanton abstaining) by the board of directors of the Company (the "Board"), is to be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and will require the approval of: (i) two-thirds of the votes cast by Shareholders at a special meeting of the Shareholders (the "Meeting") and (ii) a simple majority of the votes cast by Shareholders at the Meeting, excluding votes from certain Shareholders, as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Meeting is expected to be held during the first quarter of 2024.

The Company's directors and executive officers, holding an aggregate of approximately 25% of the outstanding Common Shares, have each entered into voting support agreements to vote their Common Shares in favour of the Transaction. In addition to Shareholder approval, the completion of the Transaction will be subject to court and regulatory approvals, such as the TSXV, as well as other customary closing conditions. Subject to the satisfaction of such conditions, the Transaction is expected to be completed during the first quarter of 2024.