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Fairness Opinion on the assessment of the financial adequacy of the public takeover offer by Constantia Flexibles GmbH for the publicly held shares of Aluflexpack AG
On 16 February 2024, Aluflexpack AG (Aluflexpack) and Constantia Flexibles GmbH (Constantia), a global packaging manufacturer based in Vienna, announced that the parties have entered into an agreement for the acquisition of approximately 57% of the shares of Aluflexpack by Montana Tech Components AG and Xoris GmbH.
In parallel, Constantia announced an all-cash public tender offer for all publicly held registered shares of Aluflexpack for CHF 15.00 per share to CHF 18.75 per share. The offer represents a 72% to 115% premium over Aluflexpack's closing share price on 15 February 2024, the trading day immediately preceding the pre-announcement of the offer, and a 78% to 123% premium to the volume weighted average price during the 60 trading days prior to the pre-announcement of the offer. The transaction volume thus amounts to approximately CHF 260 million to CHF 325 million.
The acquisition allows Constantia to take a strategic expansion step in the packaging market. Its offering to customers will be further strengthened through an expansion of its sustainable product range and a fully integrated technology portfolio. The company is also increasing its geographical presence. Significant growth is expected for Aluflexpack, which will enable it to utilize its core competencies even more efficiently and consolidate its expertise in the packaging sector. The international industrial group is thus establishing itself as a global player in the field of flexible packaging solutions and creating added value for customers, employees and all stakeholders.
IFBC prepared a Fairness Opinion for the Board of Directors of Aluflexpack to assess the financial fairness of the purchase offer by Constantia. Based on the analyses and value considerations, IFBC considers the offer range of CHF 15.00 per share to CHF 18.75 per share of Aluflexpack to be fair from a financial point of view. IFBC specializes in the preparation of Fairness Opinions, is a particularly qualified evaluator (accreditation by the Swiss Takeover Board pursuant to Art. 30 para. 6 TOO) and is the Swiss market leader in this field.
Aluflexpack produces flexible packaging solutions for end markets such as Coffee & Tea, Pharmaceuticals, Pet food, Confectionery and Dairy. Its longlasting 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 and Croatia. lt had 1,602 as of 31 December 2023.
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 Flexibles. Sustainability is a top priority in product development at Constantia Flexibles: the company was rated Level A- by Climate Change Leadership (CDP) and Gold by EcoVadis in 2022.
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