Imaflex Announces Completion of Acquisition by Soteria

Executive Summary

• Imaflex Inc. completed its previously announced plan of arrangement, resulting in the sale of all outstanding common shares to Soteria Flexibles AcquireCo Ltd. for CAD $2.35 per share (~CAD $123 million equity value).
• The transaction received shareholder approval on February 19, 2026 and final court approval on February 20, 2026; delisting from the TSX Venture Exchange is expected on March 3, 2026.
• Shareholders must submit a letter of transmittal to receive cash consideration; early‑warning reporting will be filed on SEDAR+.

Key Details

• Consideration: CAD $2.35 per share in cash, total equity value approximately CAD $123 million.
• Transaction Structure: Plan of arrangement under Canada Business Corporations Act (Section 192); Purchaser acquired 100% of Imaflex’s issued and outstanding common shares.
• Approvals: Special shareholder meeting approval on Feb 19, 2026; final court order approved on Feb 20, 2026.
• Delisting: Shares to be delisted from the TSX Venture Exchange as of close of business on March 3, 2026.
• Reporting Status: Imaflex will apply to cease being a reporting issuer in Alberta, British Columbia and Québec.
• Cash Distribution Process: Consideration remitted to Computershare Investor Services (Depositary). Shareholders must complete and return a letter of transmittal with required documents (certificates/DRS Advice) to receive cash.
• Broker‑Held Shares: Holders with shares through brokers/intermediaries instructed to contact their broker for assistance.
• Early Warning Reporting: Purchaser held no Imaflex shares immediately prior to the arrangement; an early‑warning report will be filed on SEDAR+.
• Purchaser Information: Soteria Flexibles AcquireCo Ltd., affiliate of Soteria Flexibles Corp.; head office at 199 Bay Street, Suite 5300, Commerce Court West, Toronto, ON M5L 1B9.

Notable Quotes

(No direct quotes were provided in the release.)