TC Transcontinental and Capinabel announce the closing of a transaction to terminate the monetization of 3,950,000 TC Transcontinental Class B Shares held by Capinabel

MONTRÉAL, Jan. 20, 2025 (GLOBE NEWSWIRE) — Transcontinental Inc. (TSX: TCL.A TCL.B) (“TC Transcontinental” or the “Corporation”) and Capinabel inc. (“Capinabel”) announce the closing of a series of transactions resulting in the termination of the monetization of 3,950,000 TC Transcontinental Class B Shares (the “Class B Shares”) held by Capinabel (the “Transaction”).

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On August 10, 2010, Capinabel completed a monetization transaction involving 4,000,000 Class B Shares held by Capinabel (the “Monetization”) with a Canadian chartered bank (the “Bank”). The Monetization occurred in the context of the financial and estate planning of Mr. Rémi Marcoux, Founder of TC Transcontinental. Mr. Rémi Marcoux was named Founder Emeritus of TC Transcontinental in March 2024, at which time he ceased to be a member of TC Transcontinental’s Board of Directors. On July 20, 2021, Capinabel completed an early partial termination of the Monetization of 50,000 Class B Shares. As part of the closing of the Transaction and following a corporate reorganization, as of the date hereof, Capinabel has delivered 3,950,000 Class A Subordinate Voting Shares to the Bank, thereby terminating the Monetization and completing this stage of the planning.

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All of the outstanding shares of Capinabel are held, indirectly or directly, by Mr. Rémi Marcoux, Ms. Nathalie Marcoux, Ms. Isabelle Marcoux, Mr. Pierre Marcoux, corporations they control and trusts of which they are the beneficiaries. Prior to the closing of the Transaction, the shares held by Capinabel represented approximately 74.42% of the voting rights attached to all outstanding shares of TC Transcontinental. Immediately following the closing of the Transaction, Capinabel holds no Class A Subordinate Voting Shares and holds 8,714,884 Class B Shares representing approximately 91.67% of the outstanding Class B Shares and 65.86% of the voting rights attached to all outstanding shares of TC Transcontinental.

TC Transcontinental has obtained an exemption from the Autorité des marchés financiers from requirements relating to issuer bids set out in Part 2 of Regulation 62-104 with respect to take-over bids and issuer bids in connection with certain phases of the Transaction which includes a corporate reorganization of the TC Transcontinental Class B Shares held by Capinabel. The Transaction bears no negative economic or tax impact on TC Transcontinental and does not cause any damage to the Corporation or its shareholders. Capinabel has assumed all costs related to the Transaction.

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About TC Transcontinental

TC Transcontinental is a leader in flexible packaging in North America and in retail services in Canada and is Canada’s largest printer. The Corporation is also the leading Canadian French-language educational publishing group. Founded in 1976, TC Transcontinental’s mission has been to create quality products and services that allow businesses to attract, reach and retain their target customers.

Respect, teamwork, performance and innovation are the strong values held by the Corporation and its employees. TC Transcontinental’s commitment to its stakeholders is to pursue its business activities in a responsible manner.

Transcontinental Inc. (TSX: TCL.A TCL.B), known as TC Transcontinental, has approximately 7,500 employees, the majority of which are based in Canada, the United States and Latin America. TC Transcontinental generated revenues of $2.8 billion during the fiscal year ended October 27, 2024. For more information, visit TC Transcontinental’s website at www.tc.tc.

Capinabel is a private management company and controlling shareholder of TC Transcontinental since 2001.

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Forward-looking Statements

Our public communications often contain oral or written forward-looking statements which are based on the expectations of management and inherently subject to a certain number of risks and uncertainties, known and unknown. By their very nature, forward-looking statements are derived from both general and specific assumptions.  The Corporation cautions against undue reliance on such statements since actual results or events may differ materially from the expectations expressed or implied in them. Forward-looking statements may include observations concerning the impact of the Transaction on TC Transcontinental or its shareholders. The Corporation’s future performance may also be affected by a number of factors, many of which are beyond the Corporation’s will or control. The main risks, uncertainties and factors that could influence actual results are described in the Management’s Discussion and Analysis for the fiscal year ended October 27, 2024 and in the latest Annual Information Form. 

The forward-looking statements in this press release are made pursuant to the “safe harbour” provisions of applicable Canadian securities legislation. The forward-looking statements in this release are based on current expectations and information available as at January 17, 2025. Such forward-looking information may also be found in other documents filed with Canadian securities regulators or in other communications. The Corporation’s management disclaims any intention or obligation to update or revise these statements unless otherwise required by the securities authorities.

For information on TC Transcontinental:

For information on Capinabel Inc.:

Nathalie Marcoux
President, Vice President, Finance, and Secretary
Capinabel Inc.
[email protected]

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