Welcome to the TC Transcontinental Conference Call. During the presentation, all participants will be in listen-only mode. Afterwards, we will conduct a question-and-answer session, and instructions will be provided at that time. As a reminder, this conference is being recorded today, December 8, 2025. I would now like to turn the conference over to Yan Lapointe, Senior Director, Investor Relations and Treasury. [Foreign language] Yan Lapointe, Directeur Principal, Relations [Foreign kanguage] Lapointe, please go ahead. Thank you, Joël, and good morning, everyone. Welcome to this conference call regarding the transaction announced earlier this morning. We appreciate that you could join us today on short notice. Please note that management's remarks today will only address the sale of our Packaging business. We will release our Q4 results later this week, and we will discuss the results and fiscal 2026 outlook at this time. You can also find on our website the slides supporting management's remarks. A replay of today's call will also be available. This conference call is intended for the financial community. Media are in listen-only mode and should contact Laurence Boussicault, Senior Advisor, Corporate Communications, for more information. We have with us today our Executive Chair of the Board, Isabelle Marcoux, our President and Chief Executive Officer, Thomas Morin, and our Executive Vice President and Chief Financial Officer, Donald LeCavalier. As referenced on slide 2, some of the financial measures discussed over the course of this conference call are non-IFRS. You can refer to the press release or the presentation for a definition and reconciliation of these measures to IFRS. In addition, this conference call might also contain forward-looking statements. These statements are based on the current expectations of management and information available as of today. Forward-looking statements also involve numerous risks and uncertainties, known and unknown. The risk, uncertainties, and other factors that could influence actual results are described in the fiscal 2024 annual MD&A and in the latest annual information form. With that, I will turn the call over to our Executive Chair of the Board, Isabelle Marcoux. Thank you, Yan, and good morning, everyone. Today, we're announcing the sale of our packaging activities to ProAmpac. This transaction delivers immediate and significant value to our shareholders at a substantial premium. In a period of accelerating industry consolidation, we're acting decisively and from a position of strength to maximize shareholder value. This outcome reflects the quality of our Packaging business and of the outstanding people who helped us build and grow it since 2014. The reality is that continuing to go through acquisitions has become increasingly challenging. The value attributed to us by public markets made acquisitions difficult to pursue without significant dilution in value. At the same time, organic growth prospects in packaging have been modest in an industry with limited volume growth in recent years. We're pleased that the value of our Packaging business has been recognized. At roughly nine times EBITDA, consistent with valuations seen in recent transactions among major industry players, this represents a strong outcome, especially when considering our discount versus our peers in the packaging industry. This transaction allows us to return immediate, tangible value to our shareholders. With an expected cash distribution of approximately $20 per share versus current trading at about $ 20, our shareholders receive fair and attractive value while remaining shareholders of the corporation. Our Board of Directors has carefully reviewed strategic alternatives to pursue our growth and maximize shareholder value. After thorough deliberation, the Board unanimously concluded that this transaction is fair to our shareholders in their best interest, as well as those of our employees and stakeholders. Looking ahead as we approach our 50th anniversary, TC Transcontinental is once again reinventing itself, just as we've done throughout our history. From printing to distribution to newspaper and magazine publishing to packaging and more recently to retail services, we've never hesitated to make bold moves. Today's announcement is yet another defining step in our journey. We're opening a new chapter with a sharp focus on advancing our Retail Services and Printing, as well as our educational publishing businesses. The new TC Transcontinental is a solid Canadian company headquartered in Montreal, fully committed to expanding its presence in Canada, both organically and through acquisitions, and to creating long-term value for shareholders. The Transcontinental of today is very different from the company we were 10 years ago. Our Retail Services and Printing sector has evolved into a diversified platform, notably through the rapid growth of our in-store marketing activities. This business has grown to nearly $ 300 million in revenues today, and the two recent acquisitions we've made have accelerated this momentum. Our Media sector, the Canadian leader in French-language educational publishing, has more than doubled its revenue to $ 110 million in the last decade through organic growth and several acquisitions. With an expanding hybrid offering, print and digital from K-1 2 to higher education, it continues to lead the industry. Our strong balance sheet, low debt ratio, and robust cash flows will allow us to grow both of these sectors through organic initiatives and strategic acquisitions. Finally, I want to sincerely thank our packaging colleagues for their dedication and contribution over the years, and I wish all the best to ProAmpac in continuing to grow into a flexible global packaging leader. This is an important and exciting time for Transcontinental. My family, the Board, and I look forward to continuing the company's journey to the benefit of our shareholders, customers, employees, and stakeholders. Thank you. Over to you, Thomas. Thanks, Isabelle. I ndeed, today's announcement reflects a compelling valuation for our packaging activities and a meaningful return for our shareholders. Given the consolidation underway in our industry and the strong performance of this business over the past several quarters, the timing is right to realize its full value. We're proud of what we've built. This transaction recognizes our Packaging business as an industry leader at a valuation consistent with recent transactions in our space. As many of you know, I joined TC Transcontinental to lead the Packaging sector, and I am incredibly proud of what our teams have accomplished. T he talent of our people, the strength of our operations, and the position we've earned in the market. The combination of TC Transcontinental Packaging and ProAmpac will create a large, flexible packaging leader with a broader and complementary footprint, product range, and customer base. It will offer our colleagues new opportunities to grow, innovate, and deliver even greater value to our customers. TC Transcontinental and ProAmpac share an entrepreneurial culture, a strong commitment to safety, customer service, sustainability, and innovation. Across industries, companies that endure are those that evolve. TC Transcontinental now enters the next chapter of its history with a focus on our Retail Services and Printing, as well as our educational publishing businesses. Our Retail Services offering continues to expand, supported by a long-standing relationship with leading retailers, brands, and publishers. This evolution is why, a year and a half ago, we renamed our Printing sector into Retail Services and Printing. With our growing Media sector, we're not only the Canadian leader in French-language educational publishing, but also a distributor and a player in educational technology. In both sectors, we rely on disciplined investments in technology and equipment, including the deployment of AI solutions to enhance our offering, strengthen our productivity, and support our customers' evolving needs. Our financial position is strong. We have the means to continue enhancing our products and services, both organically and through acquisitions, and to create long-term value for our shareholders. Finally, we're fortunate to rely on experienced teams who embody our values every day and on the continued commitment of the Marcoux family with Isabelle Marcoux as our Executive Chair. In closing, I want to extend our heartfelt thank you to our packaging teams and their determination and engagement in proudly building the business over the past 11 years. N ow I'll pass it over to you, Donald. Thank you, Thomas, and good morning to all. This is an exciting moment in TC history. The financial value we are creating for shareholders is significant. As outlined on slide four, the acquisition price represents nine times the last 12 months' Adjusted EBITDA on pre-IFRS basis. Including the impact of IFRS 16, the multiple is about 8.7 times. These multiples are in line with recent transactions of large players in the industry and represent a substantial premium over our trading multiple, creating immediate value to the shareholders. Following the closing, which is expected to be in the first quarter of calendar 2026, the proceeds from the transaction will be shared with shareholders through a distribution of approximately $ 20 per share. This is creating significant value for shareholders, considering that the share price closed at $ 19.87 Friday. The remaining proceeds will be used to continue to reduce net indebtedness. We will expect to be in a strong financial position at closing with net debt of around $ 360 million and Adjusted EBITDA of about $ 215 million for the last 12 months, giving us a debt ratio of about 1.7 times. I also wanted to highlight that while the transaction will require regulatory approvals, it's not subject to any financing conditions from the buyer. The transaction will be subject to TC shareholders' approval at the special shareholder meeting in early 2026, where shareholders will be voting as a single class. The Marcoux family, our controlling shareholder, has already entered into a voting and support agreement. As Isabelle and Thomas mentioned, we're excited to embark on a new chapter of TC's history. The new TC will have a sharp focus on the growth of our Retail Services and Printing, as well as educational publishing businesses. These businesses have evolved significantly over the years, and they have a proven track record of generating robust and reliable free cash flows. This will allow us to continue to reinvest in the business in order to generate growth through value acquisition and M&A, notably in ISM and educational publishing. These cash flows will allow us to return capital to shareholders while maintaining a solid balance sheet, as we have always done. We will provide more details on 2026 outlook after we release Q4 2025 results later this week. With that, we are ready to open the call to questions. [Foreign language]. Thank you. One moment, please. Ladies and gentlemen, we will now conduct a question-and-answer session. If you have a question, please press star, followed by one, on your touch-tone phone. You will hear a tone acknowledging your request. Your questions will be taken in the order they are received. Please ensure you lift the handset if you are using a speakerphone before pressing any keys. One moment, please, for your first question. Your first question comes from Adam Shine with National Bank Financial. Your line is now open. Thanks a lot, good morning. And of course, congratulations on a rather surprising development. Maybe two questions for Isabelle. Isabelle, maybe you could just elaborate on how the process came about, whether you were approached, whether you initiated a process, how did it evolve? T hen secondarily, notwithstanding what's being said about the remaining business, was there any consideration of potentially privatizing what remains of the company post-packaging? Thanks. Thank you, Adam. Thank you for your questions. Our Board of Directors is constantly reviewing our strategic alternatives, strategic options. L ate last year, we looked into how we could create the most value. It became apparent that acquisitions in the packaging space are very expensive. They're at about nine times, which is the price we're selling at. T he market is giving us a five and a half times trading multiple. So acquisitions became quite dilutive to pursue. At the same time, organic growth is expensive, and it was also hard to create value to the extent that there is modest volume growth in packaging. That led us to the decision to explore options. We were approached by ProAmpac. We believe it's the best purchaser for our assets. Our platforms are complementary. They have great leadership with Greg Tucker, their Founder and CEO. Similar values, entrepreneurial values, focus on innovation, focus on employee safety. So we went on and had discussions with them to pursue this transaction. On what remains, we're confident that we can continue to grow our Retail Services and Printing business, as well as our educational business. As you know, in the past three years, we have made acquisitions in only that sector, and we look forward to continuing growing by acquisition and organic growth in those sectors in Canada. There is no intention right now to privatize the remaining part of the company, and we wish to return further value to our shareholders like we've always been doing. Isabelle, may I just one other follow-up that I'll queue up again? The pursuit of packaging going back several years, obviously, was about finding another leg to the company. Is there a desire to find another leg, or as you move forward, you're satisfied with the two core pieces that remain going forward? Right now, Adam, we have a lot on our plate and believe there are opportunities to grow in those two sectors. Okay. I'll leave it there. Congrats again. All the best. Thank you. [Foreign language] Sean Steuart [Foreign language] TD Cowen. Your next question comes from Sean Steuart with TD Cowen. Your line is now open. Thank you. Good morning and congratulations on what looks like a compelling valuation outcome. First question for Donald. I think the slide deck suggests the go-forward dividend will be $0.24 a share. And I guess as you think about the smaller company going forward, what type of payout ratio do you think that's going to represent? And I suppose intent is to grow that base dividend over time. Well, obviously, first, it will have to be approved by Board as is usual. But if you look at overall, and obviously, we can comment regarding forward-looking numbers, but history really this business has been generating a lot of free cash flow. I will say that this is history. You can look at it, but roughly this business might require somewhere between 50 and 60 million of CapEx. Remove the interest, you'll see the debt. You can put your own interest rate, and then tax is you take anything tax rate and you'll get a good idea of free cash flow. Therefore, if you take the $ 0.24 times the number of shares, you'll see that the payout ratio in terms of free cash flow will be low. So we'll have room to grow, but as Isabelle mentioned, we want to grow also at M&A, so we'll be active on this market. But definitely, this dividend is something that we can afford in the future with the free cash flow. Okay. O n the M&A piece of it, I mean, I think the ISM element, we have a pretty good understanding of what that opportunity set looks like. M edia has been a good growth market for you as well. Can you provide some perspective on what the scale of the opportunity set might look like there and how that might compare to ISM going forward for a growth driver? I think on ISM, the recent transaction that we announced could represent the scale of transaction. We already have a leadership position in Canada, but there's still room for more acquisition, and we are active as we speak. That's a good scale. On the media side, as Isabelle mentioned, also we're more than double this business in recent years. There was one big one, but sometimes just small acquisition is accretive. We have a very good market in position in Quebec, and this is product sometimes that we buy that we can share with all the parties we're doing business with. Obviously, not big transaction. I think the scale that we did in the past year is a good benchmark. Okay. That's all I have for right now. Thanks very much. [Foreign language] Maher [Foreign language] Scotiabank. Your next question comes from Maher Yaghi with Scotiabank. Your line is now open. [Foreign language]. I just wanted to ask you, Donald, when you think about the print and ISM, can you maybe just give us your clean organic growth expectation for these businesses? You've done a few acquisitions throughout the recent past. So maybe just on a going-forward basis, organically, where do you expect these businesses to perform? Again, we will release numbers later this week. I won't comment much on growth in 2025, but remember what we said when we spoke after Q3. If you look at the Retail Services and Printing business over the last two years, we were able to show at the EBITDA level that we were either flat or even growing. This is, for us, very important. As we mentioned earlier in the question, while we were transforming to be in packaging 11 years ago, I think what's good also is we were able to transform this business, the new core business we're calling it now, where a large part of the Retail Services Printing is now either in ISM, which is growing. We saw important growth in the past year, excluding acquisition. And the fact that we have put radar also in the model, obviously, has affected the top line a bit, but you saw the impact on the data. T his is very encouraging. O n the media side, not only have we been growing by acquisition, but we're also being growing organically. So overall, this business is close to be a level where you'll see growth at the top line because what was the old printing part of the business 10 years ago, namely a book magazine and a newspaper, is far less into our portfolio. T hat's the transformation we've been able to do over the years. So do you believe that you can hold the $ 1.2 billion revenue run rate without acquisitions for the foreseeable future? I won't comment on that, but we're really in a better position because of what I just mentioned. If you look at the percentage of our business coming from ISM on this $1.2 billion, it's about 25%. Media is more than 10%. A s I said, there's a large portion of this business that's growing, and that will compensate probably for the next few years for part of the decline. W e're definitely in a position to be close to be able to show organic growth with the current portfolio. Okay, and just specifically on the transaction payout, so the $ 20, how much is it all in cash? Yes, that will be all in cash. Yes. Okay. T he timing would be, I guess, after the closing, but right after the closing, or there will be some time? Hard to comment, but obviously after the closing, so it should be not long after the closing. Okay. W hen do you expect closing to happen? Is there any regulatory? Yeah, we need to go through some regulations. A s we said, we expect this transaction to be closed in the first quarter of fiscal 2026. Yes. Calendar. Calendar. Calendar. Yes. 26th. Yep. Okay. Which regulatory agencies do you need approvals from? HSR. Okay. M aybe just one last question. When you think about acquisitions now on what's left of the business, if you were to undertake acquisitions, what's the multiple in the marketplace for what you think you can continue to do M&A in on the ISM side? Four to five times, I would say. Okay. Thank you very much. All right. Thank you, Maher. [Foreign language] Stephen MacLeod of BMO Capital Markets. Your next question comes from Stephen MacLeod with BMO Capital Markets. Your line is now open. Thank you. Good morning, everyone. C ongrats on the transformational transaction. Lots of great details so far. I just wanted to ask a couple of follow-up questions. Just with respect to maybe just sort of looking at the packaging business, which is now being sold, obviously, how does that business kind of dovetail with the acquirer's sort of, I guess, geographic footprint and product footprint? Good morning, and thank you for the question. It's very complementary, as we discussed. If you look at the development of ProAmpac, it's quite similar to ours through acquisitions in the last years and leading to a pretty well-spread footprint in North America, but as well in Europe. When I look at the coast-to-coast, which matters to our customer, I think the two businesses come along very well, and this has been already shared with some customers with positive feedbacks. Great. Thank you. T hen just looking at the remaining business, and obviously lots of conversation around potential acquisitions and continuing to grow through M&A at the ISM business and media, can you talk a little bit about what sort of the competitive landscape looks like for these kinds of acquisitions? It's still very fragmented as an industry, and we believe we can bring some consolidation strategy to it and do basically what we've done a few years ago in our printing sector. So we see this path as very similar to what the Marcoux family has developed in the printing sector in Canada. Okay. That's great. T hen maybe just haven't had a chance to really go through the numbers in a lot of detail, but when you look at the proceeds, the cash proceeds, is it fair to assume that once you've paid the special dividend, does the entire remaining balance go towards debt repayment? Yes. Yes. Yep. So this is how you get to when we mentioned in the press release that we get to around debt to EBITDA of about 1.7. So we will pay part of the debt. Will be paid. Yep. Okay. That's great, and then beyond that, as you think about the go-forward, how do you sort of can you just walk through your capital allocation priorities beyond the initial dividend payment and debt paydown? Is it fair to characterize that as kind of focusing on organic growth as well as supplementing that with acquisitions in the Retail Services and Printing space? Yeah. CapEx, obviously. Part of our media business asks for intangible CapEx. So that's normal business for us. Other than that, the infrastructure we're using in RS&P is still very efficient. We have a very good infrastructure, also same for real estate. So on that side, we will have, as I said earlier in the question, I think the benchmark of using somewhere between $ 55 million and $ 60 million for CapEx represents good numbers. And as I mentioned also in my opening remarks, we will be in position to return money to our shareholders with dividend that we expect to be around $ 0.24 for the moment. Right. Okay. That's great, and then maybe just finally, just from an accounting perspective, will you be putting packaging into discontinued operations when you report this week? Not this week. You'll see it in Q1 because it's going to be a subsequent event, but in Q1, it will be a discontinued operation. Yes. Okay. That's great. Thank you for all the questions. I appreciate it. Perfect. Thank you for your questions. [Foreign language] David McFadgen with Cormark Securities. Your next question comes from David McFadgen with Cormark Securities. Your line is now open. All right. A couple of questions. Well, first of all, congratulations on the transaction. What are the tax implications? Are there any tax implications in terms of the net proceeds? We have a little bit, but it's not substantial, David. Okay. W e should just assume you're going to get the $ 2.1 billion cash net of transferring debt, right? That's good. That's net tax. Good assumption. Okay. All right, and then on the M&A opportunities for, say, ISM and the education business, are there really that many opportunities in Canada, or do you expect to expand beyond Canada? I think there is indeed a lot of opportunities in Canada. We've been thoroughly investigating this market for more than a year now. There is a lot to consolidate from. Yes, there is a lot to grow this business through acquisitions in Canada to start with. Okay. And then just another question for Donald. I think you responded to a previous question on this call. You said that the business post the sale of the packaging would be close to zero organic growth. Is that correct in revenue? Yeah, but we will give more details in the call Thursday, but as I said, if you look at the percentage of portfolio that's currently growing in that business, it becomes close to be able to compensate to what's declining overall. Okay, so do you think you just need a few acquisitions, and then that'll take you there where you're now on a growth mode on an overall basis? This is something you can model, but what I'm saying is we're glad with the percentage of our business that is now growing. Okay. Okay. All right. Okay. Thank you. [Foreign language]. Ladies and gentlemen, if there are any additional questions at this time, please press star followed by the one. As a reminder, if you are using a speakerphone, please lift the handset before pressing any keys. [Foreign language] Drew McReynolds with RBC. Your next question comes from Drew McReynolds with RBC. Your line is now open. Yeah. Thanks very much. Good morning, and congratulations on the transaction. Just one last one for me, maybe for you, Donald. We've talked a lot about the resulting asset mix and you have some great breakdowns in the deck this morning. Wondering from a non-core divestiture standpoint, when you look at some of the kind of declining legacy kind of printing segments, whether that's kind of magazine or catalog or commercial, just wondering kind of your thoughts on further divestitures of those. I know they generate still a lot of cash flow for the company, but any updated thoughts there would be great. Thank you. No, Drew, we're quite happy with our current portfolio. N o strategy in that direction for sure. We're still active on the market for some of our real estate building, as we mentioned earlier, but nothing regarding the business. Okay. Thanks very much. All right. Your next question comes from James Finnerty with CIFC. [Foreign language] James Finnerty with CIFC. Your line is now open. Thank you. I missed the earlier comment. Was this a competitive bidding process, or is it a one-on-one negotiation? I can take that. We had explored options. We've talked to a few players, and we narrowed it down to ProAmpac, who's the player with the most synergies, and where we found the best home for our employees. Thank you so much. [Foreign language], Mr. Lapointe, there are no further questions at this time. So thank you, everyone, for joining us today on the call, and we look forward to speaking to you soon.