Definitive notice of the final result of the public tender offer – Constantia declares postponement of settlement

Reinach (Aargau), June 12, 2024

Following the end of the additional acceptance period, Constantia Flexibles GmbH ("Constantia") today has published the definitive notice of the final 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 final result shows that 6,901,217 Aluflexpack shares were tendered into the offer by the end of the additional acceptance period, corresponding to 92.06% 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 additional acceptance period is 16,704,384 Aluflexpack shares in aggregate, corresponding to 96.56% of the issued share capital and voting rights of Aluflexpack.

The settlement of the offer remains subject to various offer conditions, including the receipt of regulatory approvals, as set forth in the offer prospectus. In the definitive notice of the final result of the offer, Constantia declared a postponement of the settlement for a period of up to twelve (12) months from the date of the transaction agreement, i.e. until 15 February 2025. In the definitive notice of the final result, Constantia further stated that it expects the settlement of the offer to occur around Q4 2024, subject to the satisfaction, or waiver, of the offer conditions that remain in effect until the settlement. For details, reference is made to the definitive notice of the final result of the offer.

Based on the definitive final result and subject to the settlement of the offer, Constantia will hold more than 90% of the voting rights in Aluflexpack, the participation that is required for a squeeze-out merger. As set forth in the offer prospectus, Constantia intends to conduct a squeeze-out merger or to request the cancellation of the outstanding publicly held shares in Aluflexpack following the settlement of the offer.

The definitive notice of the final 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 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 2 April 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. 

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Aluflexpack undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

Legal Disclaimers

Important Additional Information
This ad hoc release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Aluflexpack, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This ad hoc release is not part of the offer documentation relating to the tender offer. Full details of the tender offer, including terms and conditions as well as the offer restrictions, were published in the Offer Prospectus. Shareholders of Aluflexpack are urged to read the tender offer documents, which are available at https://afp-tender-offer.com.     

Certain Offer Restrictions
The tender offer is not being and will not be made, directly or indirectly, in any country or jurisdiction in which the tender offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Constantia Flexibles GmbH or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such document relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction and must not be used for the purpose of soliciting the purchase of securities of Aluflexpack by any person or entity resident or incorporated in any such country or jurisdiction.

The communication is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 in the United Kingdom.

Reference is made to the Offer Prospectus published on 2 April 2024, for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws.

Notice to U.S. Holders
Shareholders of Aluflexpack in the United States (“U.S. Holders”) are advised that the registered shares of Aluflexpack are not listed on a U.S. securities exchange and that Aluflexpack is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The tender offer is being made for the registered shares of Aluflexpack AG, a Swiss company whose shares are listed on the SIX Swiss Exchange Ltd., and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.

The tender offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier 1 tender offer (the “Tier 1 Exemption”), and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. U.S. Holders are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the offer.

As permitted under the Tier I Exemption, the settlement of the tender offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The offer, which is subject to Swiss law, is being made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the tender offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of Aluflexpack shares and will not give rise to claims on the part of any other person. It may be difficult for U.S. Holders to enforce their rights and any claim they may have arisen under the of U.S. federal securities laws, since Aluflexpack is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue Aluflexpack or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Aluflexpack and its affiliates to subject themselves to a U.S. court's judgment.

Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the pre-announcement or other materials relating to the offer. Any representation to the contrary is a criminal offence in the U.S.