Publication of definitive interim result of the public tender offer – Constantia holds 86.38% and declares the offer successful
Ad hoc announcement pursuant to Article 53 of Listing Rules of SIX Swiss Exchange
Reinach (Aargau), May 23, 2024
Constantia Flexibles GmbH ("Constantia") today has published the definitive 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 1.00 each. The definitive notice of the interim result shows that 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.
Based on these 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 (“SPA”) – 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 highly appreciates this strong support of the tender offer by the shareholder base of Aluflexpack.
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. In the definitive notice of the interim result, Constantia has waived the offer condition regarding the minimum acceptance level, declared the Offer successful (zustande gekommen) and announced that it will proceed with the offer and its plans to delist the Aluflexpack shares as mentioned in the offer prospectus. The settlement of the offer remains subject to various offer conditions, including the receipt of regulatory approvals, as set forth in the offer prospectus.
The definitive 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 additional acceptance period of ten trading days for the subsequent acceptance of the offer will commence on May 24, 2024, and end on June 6, 2024, 4:00 pm CEST. The provisional notice of the final result of the offer is expected to be published on June 7, 2024.
The information in this ad hoc release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Aluflexpack and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or advertising within the meaning of art. 69 of the Swiss Financial Services Act. Complete terms and conditions of the offer have been published in the offer prospectus on April 2, 2024 (the "Offer Prospectus"). Holders of shares in Aluflexpack are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited and does not constitute an offer of securities for sale in such countries. Please also refer to "Legal Disclaimers" below.
About Aluflexpack AG
Aluflexpack produces flexible packaging solutions for end markets such as Coffee & Tea, Pharmaceuticals, Pet food, Confectionery and Dairy. Its long-lasting customer relationships with locally operating companies and large international corporations alike are underpinned by well-established industry insights, flexibility in customer service and development competence. Headquartered in Reinach (Aargau), Switzerland, Aluflexpack has production facilities in Switzerland, France, Poland, Türkiye, Croatia and Tunisia. It had 1,602 employees as of 31 December 2023.
For more information, visit www.aluflexpack.com.
About Constantia Flexibles
Constantia is a producer of flexible packaging, headquartered in Vienna. Based on the guiding principle of ‘People, Passion, Packaging’, over 7,150 employees manufacture packaging solutions at 28 sites in 15 countries. Many international companies and regional market leaders from the consumer and pharma industries choose the sustainable and innovative products of Constantia. Sustainability is a top priority in product development at Constantia: the company was rated Level A- by Climate Change Leadership (CDP) and Gold by EcoVadis in 2023.
For more information, visit www.cflex.com.
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