Constantia Flexibles AG 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 on February 15, 2024. As consideration, Aluflexpack was offered CHF 15.00 per share to CHF 18.75 per share. The Offer represents a 72% 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% 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 will launch an all cash public tender offer for all publicly held registered shares of Aluflexpack for CHF 18.75 per share.

Jefferies is acting as exclusive financial advisor and Latham & Watkins LLP and Mariel Hoch, Fabienne Perlini, Faton Aliu, Micha Schilling, Raoul Stocker, Laura Widmer, Jonas Bornhauser and Rocco Rigozzi of
Bär & Karrer Ltd. as legal advisors to Constantia in the context of this transaction. MP Corporate Finance is acting as exclusive financial advisor to MTC and Xoris GmbH and Walder Wyss and Freshfields as legal advisors to MTC and Aluflexpack.