Constantia acquisition of Aluflexpack update

Interim result of public tender offer for all publicly held registered shares in Aluflexpack

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Constantia
This acquisition is a sizable step in Constantia Flexibles’ foil packaging presence across market segments. Aluflexpack has delivered a very strong historical financial performance and continues to do so.

Following the end of the main offer period, Constantia Flexibles GmbH (Constantia) has published the provisional notice of the interim result of its public tender offer for all publicly held registered shares in Aluflexpack AG (Aluflexpack) with a nominal value of CHF (Swiss Francs) 1.00 each. 

The provisional notice of the interim result shows that, based on preliminary figures, 5,141,293 Aluflexpack shares were tendered into the offer during the main offer period, corresponding to 68.58% of all Aluflexpack shares to which the offer extends, a press release from Constantia stated.

Based on preliminary figures and including the 9,803,167 Aluflexpack shares acquired by Constantia from Montana Tech Components AG as well as Xoris GmbH under a share purchase agreement – which has not yet been consummated – the participation of Constantia as of the end of the main offer period is 14,944,460 Aluflexpack shares in aggregate, corresponding to 86.38% of the issued share capital and voting rights of Aluflexpack. Constantia says it welcomes this strong approval of the tender offer by the shareholder base of Aluflexpack.

Subject to confirmation in the definitive notice of the interim result scheduled for May 23, 2024, the minimum acceptance level of 90% of the fully diluted share capital of Aluflexpack (taking into account the 9,803,167 Aluflexpack shares acquired by Constantia under the SPA) has not been reached. 

If the numbers confirmed in the definitive notice of the interim result are substantially the same as or higher than the preliminary numbers, Constantia plans to waive the offer condition regarding the minimum acceptance level, to declare the Offer successful (zustande gekommen) in the definitive notice of the interim result and to proceed with its plans to delist the Aluflexpack shares as mentioned in the offer prospectus.

The provisional notice of the interim result of the offer, as well as the pre-announcement, the offer prospectus and other materials relating to Constantia’s offer are available on the offer website https://afp-tender-offer.com.

The definitive notice of the interim result of the offer is expected to be published on 23 May 2024.

Aluflexpack is a leading player in the European packaging industry, specializing in foil and film packaging for the consumer and pharma markets. Operating out of 14 locations across Europe with over 1,500 employees, the company will perfectly complement Constantia Flexibles’ packaging solutions portfolio.

This acquisition is a sizable step in Constantia Flexibles’ foil packaging presence across market segments. Aluflexpack has delivered a very strong historical financial performance and continues to do so. It is highly complementary to Constantia Flexibles’ geographical footprint, e.g., in Turkey and Poland as well as expanding to countries of Southeast Europe. The acquisition gives access to an extended technology portfolio.

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