Imaflex Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by Soteria

Executive Summary

• Imaflex Inc. filed and mailed its proxy circular for a special shareholders’ meeting to approve an all‑cash acquisition by Soteria Flexibles Corp.’ affiliate.
• The proposed transaction values Imaflex at approximately CAD $123 million (CAD $2.35 per share) and is expected to close by the end of February 2026, subject to court and shareholder approvals.
• An interim order from the Québec Superior Court authorizing the meeting has been obtained; the board unanimously recommends shareholders vote “FOR” the Arrangement Resolution.

Key Details

• Transaction Terms: Purchaser will acquire all issued and outstanding common shares of Imaflex for CAD $2.35 per share, representing ~CAD $123 million equity value.
• Closing Timeline: Anticipated closing by end‑February 2026, pending court approval (final order expected before end of February) and shareholder approvals (≥66 % of votes cast plus a simple majority).
• Special Meeting: Virtual‑only meeting on February 19, 2026 at 10:00 a.m. ET; record date is close of business January 15, 2026. Proxy voting deadline is 10:00 a.m. ET on February 17, 2026.
• Interim Order: Granted on January 15, 2026 by the Québec Superior Court (Commercial Division), authorizing the meeting and related communications.
• Board Recommendation: Unanimous board recommendation that shareholders vote “FOR” the Arrangement Resolution, deeming it fair, reasonable, and in the best interests of the corporation.
• Arrangement Agreement: Dated December 17, 2025 among Imaflex, the Purchaser (Soteria affiliate), and Soteria Flexibles Corp.; outlines statutory plan of arrangement to effect the acquisition.

Notable Quotes

(No direct quotes were provided in the release.)