Imaflex acquired by Soteria Flexibles

Soteria Flexibles Corp. finalizes the acquisition of Imaflex Inc., at an enterprise value of CAD 100–350M. The transaction is structured as an all‑cash purchase price of C$2.35 per share, corresponding to an aggregate consideration of approximately C$123.0 million. The offer represents a premium of 121.7 % to Imaflex’s closing price on 16 December 2025 and 135 % to the 52‑week low of C$1.00 recorded on 31 October 2025. Upon closing, Imaflex will become a private company and its common shares will be delisted from the TSX Venture Exchange. The closing is anticipated in the first quarter of 2026, subject to customary shareholder approval at an extraordinary meeting scheduled before the end of February 2026 and to regulatory clearances. The board of directors of Imaflex has unanimously recommended the transaction, having received a fairness opinion from Stifel Financial Corp. that the consideration is financially fair. Legal counsel for Imaflex and its special committee is Lavery de Billy, while Soteria is advised by Stikeman Elliott and Winston & Strawn. Shareholder Joe Abbandonato, who holds approximately 25.9 % of Imaflex’s outstanding shares, has entered an irrevocable voting agreement to support the deal, and directors representing roughly 27.5 % of the equity have similarly pledged their votes. Soteria Flexibles Corp. is a portfolio company of TJC LP, a private‑equity fund focused on specialty manufacturing. The acquisition creates a vertically integrated North‑American platform for high‑performance flexible packaging, combining Soteria’s eight U.S. manufacturing sites with Imaflex’s Canadian and U.S. facilities and its expertise in high‑performance films for retail, industrial and agricultural markets. The transaction will be effected through a plan of arrangement under the Canada Business Corporations Act, requiring court approval and the filing of a prospectus‑style circular with the securities regulators. The combined entity is expected to broaden product offerings, accelerate innovation cycles, and leverage complementary client relationships to capture additional market share in short‑run, custom‑draw packaging applications. Management expects the enlarged scale to enhance pricing power and operational efficiency, while preserving the technical talent and customer‑centric culture of both firms.