Soteria Flexibles Corp. to Acquire Imaflex Inc.

Executive Summary

• Imaflex Inc. entered into a definitive arrangement agreement to be acquired by an affiliate of Soteria Flexibles Corp. for CAD $2.35 per share, valuing the company at approximately CAD $123 million.
• The offer represents a 121.7% premium to the closing price on Dec 16 2025 and a 135% premium to the 52‑week low of CAD $1.00.
• Transaction is expected to close in Q1 2026, subject to shareholder approval at a special meeting (expected before end‑Feb 2026) and customary court and third‑party approvals.

Key Details

• Consideration: CAD $2.35 cash per share → ~CAD $123 million equity value.
• Premiums: 121.7% over Dec 16 2025 closing price; 135% over 52‑week low (CAD $1.00).
• Structure: All‑cash acquisition via a plan of arrangement under the Canada Business Corporations Act.
• Closing Timeline: Special shareholders’ meeting to be held before end‑Feb 2026; expected transaction close in Q1 2026.
• Post‑Close Status: Imaflex will become privately held; shares to be delisted from TSX Venture Exchange and SEDAR reporting will cease.
• Board Recommendations: Unanimous board recommendation to approve the transaction; special committee deemed it fair from a financial perspective.
• Fairness Opinion: Provided by Stifel Financial Corp., confirming fairness of consideration.
• Voting Support Agreements: Executive Chairman Joe Abbandonato (≈25.9% of shares) and other directors (≈27.5%) have entered into voting support agreements to vote in favour.
• Advisors:
• Legal – Lavery, de Billy, L.L.P. (Imaflex), Stikeman Elliott LLP & Winston & Strawn LLP (Soteria).
• Financial – Stifel Financial Corp. (Imaflex).
• Strategic Rationale (quoted):
• Immediate liquidity and premium for shareholders.
• Combined entities will achieve scale, technology synergies, broader capabilities, and stronger customer/supplier relationships.
• Enhances growth platform through innovation and operational efficiencies.

Notable Quotes

“This transaction presents an attractive opportunity for shareholders to realize a significant premium…providing both certainty and immediate liquidity.” – Joe Abbandonato, Executive Chairman, Imaflex

“The combination creates compelling opportunities for our customers, employees, and partners.” – Brad Herbolsheimer, CEO, Soteria Flexibles

“By combining our complementary strengths, we will enhance value for clients and open new avenues for suppliers and employees alike.” – Stephan Yazedjian, President & CEO, Imaflex