Constantia Flexibles AG plans to launch an all cash public tender offer to acquire the 43.33% stake in Aluflexpack AG (SWX : AFP) from Montana Tech Components AG (MTC) and Xoris GmbH for approximately CHF 140 million on February 15, 2024. As consideration, Aluflexpack was offered CHF 15.00 per share to CHF 18.75 per share. The tender offer will be made for the registered shares of Aluflexpack, an Austrian 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. Assuming that the Offer Prospectus will be published on April 2, 2024 and applying an Offer Period of twenty Trading Days, the Offer Period would run from about April 17, 2024 until about May 16, 2024, and the Additional Acceptance Period would run from about May 24, 2024 until about June 6, 2024. The Board of Directors of Aluflexpack has unanimously resolved that it will recommend to the shareholders to accept the Offer. The Offer Price per AFP Share as adjusted pursuant to this Section 2 (Offer Price) shall always at least equal the Base Price of CHF 15.00 and under no circumstances exceed CHF 18.75.

The Offer represents a 72% to 115% premium over Aluflexpack's closing share price on February 15, 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 last 60 trading days prior to the pre-announcement of the offer. On 12 February 2024, the Takeover Board issued the decision 864/01 in the matter of Aluflexpack AG with regard to the publication of the Pre-Announcement and the conditions contained therein regarding the public tender offer of Constantia Flexibles GmbH to the shareholders of Aluflexpack AG comply with the provisions of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FinMIA) and its implementing ordinances. The offer is subject to certain terms and conditions, including the outcome of the regulatory process. The transaction is expected to be completed in Q4 2024. In a related transaction in parallel, Constantia Flexibles entered into a share purchase agreement to acquire 56.67% stake in Aluflexpack AG (SWX : AFP) from Montana Tech Components AG (MTC) and Xoris GmbH for approximately CHF 180 million. As on May 17, 2024, Constantia has secured a total of 14.94 million shares, representing 86.38% of Aluflexpack. 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 the results, the minimum acceptance level of 90% has not been reached yet. Constantia, however, plans to waive the condition if the final results of the main offer are substantially the same or higher than the preliminary numbers.

Jefferies is acting as exclusive financial advisor and Latham & Watkins LLP and Bar Karrer as legal advisors to Constantia in the context of this transaction. Walder Wyss and Freshfields as legal advisors to MTC and Aluflexpack. Zurcher Kantonalbank is acting as offer manager for the public tender offer.