Constantia publishes provisional notice of the interim result of the public tender offer

23 May 2024

Constantia publishes provisional notice of the interim result of the public tender offer for all publicly held registered shares in Aluflexpack – Constantia holds 86.38%

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 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.

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 (“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 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 May 23, 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.

 

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