Soteria Flexibles Corp. to Acquire Imaflex Inc.
Imaflex Inc. ("Imaflex" or the "Corporation") (TSXV: IFX) has entered into a definitive arrangement agreement (the "Arrangement Agreement") with an affiliate (the "Purchaser") of Soteria Flexibles Corp. ("Soteria"), a U.S. based manufacturer of short-run flexible packaging solutions, pursuant to which the Purchaser will acquire 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, subject to customary closing conditions (the "Transaction"). Upon completion of the Transaction, Imaflex will become a privately held company.
The Consideration represents a 121.7% premium to the closing share price of Imaflex' Shares on December 16, 2025, and a 135% premium to the 52-week low share price of CAD $1.00 on October 31, 2025.
"This transaction presents an attractive opportunity for shareholders to realize a significant premium for their shares through an all-cash offer, providing both certainty and immediate liquidity," commented Joe Abbandonato, Executive Chairman of Imaflex. "Beyond the immediate financial benefits, it positions our business for long-term success by leveraging the resources and scale of the combined entities, creating a stronger growth platform, and opening new opportunities for employees. It has the full support of our board of directors ("Board") and management team."
"As we join forces, what excites me most is the strong cultural alignment and shared values between our organizations," commented Stephan Yazedjian, President and CEO of Imaflex. "In an industry that remains highly fragmented, this transaction represents a natural consolidation that will create a stronger and more resilient platform. By combining our complementary strengths, we will not only enhance value for clients but also open new avenues for suppliers and employees alike to grow and innovate. Together, we are building a business with greater scale, reach, and opportunity—well positioned to thrive in a dynamic and expanding market."
"This transaction is a natural fit," said Brad Herbolsheimer, Chief Executive Officer of Soteria Flexibles. "Imaflex brings deep expertise, strong customer relationships, and a talented team that aligns closely with our culture and strategic priorities. The combination creates compelling opportunities for our customers, employees, and partners."
Imaflex has built a strong reputation for delivering high-performance films and flexible packaging solutions across a range of end markets, supported by advanced manufacturing capabilities and a customer-centric approach. "We have long respected Imaflex for its technical expertise, customer focus, and disciplined approach to manufacturing," Brad added. "This combination meaningfully expands our flexible packaging platform across North America, bringing together complementary capabilities that enhance our ability to serve customers with speed, reliability, and innovation. Just as importantly, we share a strong cultural alignment, and our focus is on supporting our collective teams and customers as we integrate the businesses thoughtfully and responsibly."
Transaction Details
The Transaction will be implemented by way of plan of arrangement under the Canada Business Corporations Act and will require, among other things, the approval of Imaflex shareholders at a special meeting (the "Special Meeting") to be held by Imaflex, along with receipt of all court approvals, certain third party approvals, and completion of other customary closing conditions for transactions of this nature. Upon closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSX Venture Exchange (the "TSXV") and will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
The terms and conditions of the Arrangement Agreement, including Transaction details and the Fairness Opinion, will be disclosed in a management information circular (the "Imaflex Circular") to be mailed to Imaflex Shareholders for consideration in connection with the Special Meeting. Copies of the Imaflex Circular and Arrangement Agreement will also be available on SEDAR+ as part of the public filings of Imaflex and on Imaflex's website. Shareholders are encouraged to read all relevant materials when they become available. Imaflex expects to hold the Special Meeting before the end of February, 2026 and the Transaction is expected to close in the first quarter of 2026, subject to receipt of all required approvals and satisfaction of the closing conditions under the Arrangement Agreement.
Board Recommendation and Fairness Opinion
To ensure a thorough and independent review, the Board established a special committee of independent directors (the "Special Committee") to consider the Transaction and other strategic alternatives available to the Corporation. The Special Committee and the Board, after thorough review and consultation with its financial and legal advisors, unanimously determined that the Transaction is fair from a financial perspective and in the best interests of Imaflex and its shareholders. The Arrangement Agreement was unanimously approved by the Board, after taking into account, among other things, the unanimous recommendation of the Special Committee.
In reaching its conclusion, the Special Committee and Board also considered a fairness opinion received from Stifel Financial Corp. This opinion concluded that, as of the date of the opinion and subject to customary assumptions, limitations and qualifications, the consideration to be received by shareholders under the Transaction is fair, from a financial point of view. A copy of the fairness opinion will be set out in the Imaflex Circular.
The Board unanimously recommends that Imaflex shareholders vote in favour of the Transaction.
Voting Support Agreements
Mr. Joe Abbandonato, Executive Chairman of Imaflex, who owns, directly or indirectly, approximately 25.9% of the issued and outstanding Imaflex Shares has entered into irrevocable voting support agreement pursuant to which he has agreed to vote all of Imaflex Shares in favour of the Transaction at the Special Meeting. In addition, each of the other Imaflex directors who collectively own approximately 27.5% of the issued and outstanding Imaflex Shares have entered into revocable voting support agreements pursuant to which, subject to certain terms and conditions, they have agreed to vote all of their Imaflex Shares in favour of the Transaction at the Special Meeting.
Transaction Advisors
Lavery, de Billy, L.L.P. is acting as legal counsel to Imaflex and the Special Committee. Stikeman Elliott LLP and Winston & Strawn LLP are acting as legal counsels to Soteria. Stifel Financial Corp. acted as financial advisor to Imaflex.
The preceding press release was provided by a company unaffiliated with Packaging Impressions. The views expressed within may not directly reflect the thoughts or opinions of the staff of Packaging Impressions.
