A proposal to take Indigo Books & Music Inc. private would allow the company to get back on track with less scrutiny and more flexibility than if it remained public, experts say.

The company has spent the bulk of the last year recovering from a major cyberattack, coping with a succession of leadership changes and watching its losses mount. ItB次元官网网址檚 been using a transformation plan to return the company to its former glory but has said little about what the initiative entails, though it laid off an unspecified number of workers last month.

A privatization proposal announced by the company Thursday would allow that work to continue without public and shareholder pressure, corporate governance experts say.

B次元官网网址淚 think the rationale is not to be saddled with public reporting responsibilities because Indigo has been through a lot,B次元官网网址� said Richard Leblanc, a professor of governance, law and ethics at York University in Toronto.

The requirements and costs associated with auditing, compliance and disclosure that come from being listed on the stock exchange are B次元官网网址渙nerous.B次元官网网址� There are also certain committee and board structures companies must use.

B次元官网网址淵ouB次元官网网址檝e got significant requirements from a governance point of view,B次元官网网址� Leblanc said.

B次元官网网址淏ut once you are not listed, then thereB次元官网网址檚 very little regulation over governance.B次元官网网址�

The proposal to take Indigo private was contained in a non-binding offer from Trilogy Retail Holdings Inc. and Trilogy Investments L.P., which would see them pay $2.25 per share in cash for the stake in Indigo they do not already own.

B次元官网网址淭he offer is very generous, but itB次元官网网址檚 basically the same people on the offer side and also on the receiving side,B次元官网网址� said Kai Li, the Canada Research Chair in corporate governance who teaches at the University of British Columbia.

Li was alluding to the fact that the Triology companies are owned by controlling shareholder Gerald Schwartz, the Onex Corp. founder and chairman who sits on IndigoB次元官网网址檚 board of directors and is the spouse of Indigo chief executive Heather Reisman.

Through the Trilogy firms, Schwartz owns about 56 per cent of IndigoB次元官网网址檚 issued and outstanding common shares, while another 4.6 per cent belong to Reisman through a different holding company.

Indigo spokesperson Madison Downey said the board has established a special committee of independent directors to evaluate the proposal and B次元官网网址渁ny viable alternatives that may be available to the company.B次元官网网址�

She did not say how soon the board would review the proposal, but said Indigo would B次元官网网址減rovide updates if and when necessary in accordance with applicable securities laws.B次元官网网址�

Reisman retired last summer and turned the business over to Peter Ruis. He left the company abruptly in September, paving the way for Reisman to return.

Before ReismanB次元官网网址檚 retirement as executive chair and a director in August, four of IndigoB次元官网网址檚 10 directors left the board, with Dr. Chika Stacy Oriuwa attributing her resignation to a B次元官网网址渓oss of confidence in board leadershipB次元官网网址� and B次元官网网址渕istreatment.B次元官网网址� Other executives left shortly after.

While Trilogy has yet to publicize how it could shape Indigo, it has said it is not interested in selling any of its shares, which were up 46 per cent to $2.16 in Friday afternoon trading.

B次元官网网址淭he price already bumped to the level that the privatization proposal offered, so thatB次元官网网址檚 suggesting the market already expects the deal will go through,B次元官网网址� Li said.

One of the benefits of accepting the proposal and going private is that it allows the company to be B次元官网网址渄rasticB次元官网网址� with its transformation, which Li said is much needed.

B次元官网网址淒espite all their best effort, they are not doing well. They are bleeding cash,B次元官网网址� she said.

Indigo saw a net loss of $22.4 million in its latest quarter compared with $15.9 million a year earlier.

B次元官网网址淭hatB次元官网网址檚 not sustainable for them,B次元官网网址� Li said.

She expects TrilogyB次元官网网址檚 proposal to be accepted because Schwartz and Reisman are such prominent shareholders.

But just because Reisman and Schwartz have a relationship doesnB次元官网网址檛 mean the proposal is a done deal, Leblanc pointed out.

B次元官网网址淚t wouldnB次元官网网址檛 dissuade a serious investor from counter-offering with a higher proposal,B次元官网网址� he said.

Several investors would see the chance to own a retailer as big as Indigo as attractive and if they made an offer, Canadian laws require the company to consider it.

Willingness to pay even more for Indigo could push Trilogy to have to boost their bid, Leblanc added.

Tara Deschamps, The Canadian Press