MONTRÉAL, Feb. 27, 2026 /CNW/ - Imaflex Inc. ("Imaflex" or the "Corporation") (TSXV: IFX) announced today the completion of the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act involving Soteria Flexibles AcquireCo Ltd. (the "Purchaser"), an affiliate of Soteria Flexibles Corp. ("Soteria"), pursuant to which the Purchaser has acquired all the issued and outstanding common shares (the "Shares") of Imaflex for CAD$2.35 in cash per Share (the "Consideration"), representing approximately CAD $123.0 million of equity value of the Corporation (the "Arrangement").
The Arrangement received strong support from the Corporation's shareholders at a special meeting held on February 19, 2026, and the Arrangement received final court approval on February 20, 2026.
As a result of the completion of the Arrangement, it is expected that the Shares will be delisted from the TSX Venture Exchange at the close of business on March 3, 2026. The Corporation shall apply to cease to be a reporting issuer under Canadian securities laws in the provinces of Alberta, British Columbia and Québec.
Consideration for the Shares has been remitted by the Purchaser to Computershare Investor Services Inc. (the "Depositary"), as depositary under the Arrangement. In order to receive the Consideration pursuant to the Arrangement, registered shareholders must properly complete and duly execute a letter of transmittal, and deliver such properly completed and duly executed letter of transmittal and the other documents required by it, including the certificate(s) and/or DRS Advice(s) representing their Shares, to the Depositary. A letter of transmittal was previously mailed to all registered shareholders and has been filed under Imaflex's issuer profile at www.sedarplus.ca. Shareholders of Imaflex who hold their Shares through a broker or other intermediary should contact such broker or intermediary for instructions and assistance in receiving the Consideration.
Early Warning Reporting
Immediately prior to the effective date of the Arrangement, the Purchaser and its affiliates did not own any Shares. An early warning report will be filed on SEDAR+ at www.sedarplus.ca under the Corporation's profile. Further information and/or a copy of the early warning report may be obtained from the contact below. The Purchaser's head office is located at 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario, M5L 1B9.
About Imaflex Inc.
Founded in 1994, Imaflex is focused on the development and manufacturing of innovative solutions for the flexible packaging space. Concurrently, the Corporation develops and manufactures films for the agriculture industry. The Corporation's products consist primarily of polyethylene (plastic) film and bags, including metalized plastic film, for the industrial, agricultural and consumer markets. Headquartered in Montreal, Quebec, Imaflex has manufacturing facilities in Canada and the United States. Additional information is available at www.imaflex.com.
About Soteria Flexibles Corp.
Soteria Flexibles, a portfolio company of TJC LP, is a North American manufacturer of high-performance films and flexible packaging solutions, serving customers across a wide range of end markets, including food, healthcare, industrial, and consumer applications. The company specializes in short-run, custom packaging supported by advanced manufacturing capabilities and a customer-centric operating model. With eight manufacturing locations and a broad portfolio of materials and formats, Soteria partners closely with customers to deliver reliable, responsive, and innovative flexible packaging solutions tailored to their specific needs.
Cautionary Note Regarding Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "Forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is identified by terms and phrases such as "may," "will," "would," "should," "could," "expect," "intend," "estimate," "anticipate," "believe," "plan," "foresee," "target," "project" and "continue," the negative of these terms and similar expressions, including references to assumptions, although not all forward-looking information contains these identifying terms and phrases. Forward-looking information contained in this press release includes, but is not limited to, statements regarding the delisting of the Shares from the TSX Venture Exchange and the Corporation ceasing to be a reporting issuer under Canadian securities laws in the provinces of Alberta, British Columbia and Québec.
Forward-looking information is based on management's beliefs and assumptions and on information currently available to management. Although Imaflex believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because it involves known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation's control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, but are not limited to, the possibility that the Shares will not be delisted from the TSX Venture Exchange within the timing currently contemplated and that the Corporation's application to cease to be a reporting issuer under applicable Canadian securities laws may not be accepted or may be delayed. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.
The forward-looking information contained in this press release is made as of the date hereof and is based upon information available and assumptions believed to be reasonable as of such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue reliance on these forward-looking statements. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Imaflex Inc.
For further information, investors may contact: John Ripplinger, VP Corporate Affairs: [email protected]
