MONTRÉAL, Quebec — December 17, 2025 — Leads & Copy — Imaflex Inc. (TSXV: IFX) has entered into a definitive arrangement agreement with an affiliate of Soteria Flexibles Corp., a U.S.-based manufacturer of short-run flexible packaging solutions, to acquire all outstanding common shares of Imaflex for CAD$2.35 in cash per share. The deal represents approximately CAD $123.0 million of equity value for Imaflex, subject to customary closing conditions. Upon completion of the transaction, Imaflex will become a privately held company.
The CAD$2.35 per share consideration represents a 121.7% premium to Imaflex’s closing share price on December 16, 2025, and a 135% premium to the 52-week low share price of CAD $1.00 on October 31, 2025.
Joe Abbandonato, Executive Chairman of Imaflex, stated that the transaction provides shareholders with an attractive opportunity to realize a significant premium for their shares through an all-cash offer, ensuring certainty and immediate liquidity. He added that the deal positions the 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. The board of directors and management team fully support the transaction.
Stephan Yazedjian, President and CEO of Imaflex, expressed excitement about the strong cultural alignment and shared values between the two organizations. He noted that the transaction represents a natural consolidation in a fragmented industry, creating a stronger and more resilient platform. Combining complementary strengths will enhance value for clients and open new avenues for suppliers and employees to grow and innovate, building a business with greater scale, reach, and opportunity.
Brad Herbolsheimer, Chief Executive Officer of Soteria Flexibles, said that the transaction is a natural fit. He cited Imaflex’s deep expertise, strong customer relationships, and talented team that aligns closely with Soteria’s culture and strategic priorities. He added that the combination creates compelling opportunities for customers, employees, and partners. He also stated that 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.
The transaction will be implemented via a plan of arrangement under the Canada Business Corporations Act, requiring approval from Imaflex shareholders at a special meeting, court approvals, certain third-party approvals, and completion of other customary closing conditions. Upon closing, the Purchaser intends to delist the Shares from the TSX Venture Exchange (TSXV) and apply to cease being a reporting issuer under Canadian securities laws.
The terms and conditions of the Arrangement Agreement will be disclosed in a management information circular (the “Imaflex Circular”) 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+ www.sedarplus.ca and on Imaflex’s website at www.Imaflex.com. The Special Meeting is expected to be held before the end of February 2026, with the Transaction expected to close in the first quarter of 2026, subject to required approvals and satisfaction of closing conditions.
To ensure an independent review, the Board established a special committee of independent directors. The Special Committee and the Board unanimously determined that the Transaction is fair from a financial perspective and in the best interests of Imaflex and its shareholders, after consulting with financial and legal advisors. The Arrangement Agreement was unanimously approved by the Board, taking into account the Special Committee’s recommendation.
The Special Committee and Board considered a fairness opinion from Stifel Financial Corp., which concluded that the consideration to be received by shareholders under the Transaction is fair, from a financial point of view. The Board unanimously recommends that Imaflex shareholders vote in favor of the Transaction.
Mr. Joe Abbandonato, Executive Chairman of Imaflex, who owns approximately 25.9% of the outstanding Imaflex Shares, has entered into an irrevocable voting support agreement to vote his shares in favor of the Transaction. Other Imaflex directors, collectively owning approximately 27.5% of the outstanding shares, have entered into revocable voting support agreements to vote their shares in favor, subject to certain terms and conditions.
Lavery, de Billy, L.L.P. is legal counsel to Imaflex and the Special Committee. Stikeman Elliott LLP and Winston & Strawn LLP are legal counsels to Soteria. Stifel Financial Corp. acted as financial advisor to Imaflex.
Imaflex Inc., founded in 1994 and headquartered in Montreal, Quebec, develops and manufactures innovative solutions for the flexible packaging space and films for the agriculture industry. Its products consist primarily of polyethylene film and bags, including metalized plastic film, for the industrial, agricultural, and consumer markets. Imaflex has manufacturing facilities in Canada and the United States. The Corporation’s common stock is listed on the TSX Venture Exchange under the ticker symbol IFX.
Soteria Flexibles, a portfolio company of TJC LP, is a North American manufacturer of high-performance films and flexible packaging solutions, serving customers across a wide range of end markets, including food, healthcare, industrial, and consumer applications. The company specializes in short-run, custom packaging supported by advanced manufacturing capabilities and a customer-centric operating model. With eight manufacturing locations and a broad portfolio of materials and formats, Soteria partners closely with customers to deliver reliable, responsive, and innovative flexible packaging solutions tailored to their specific needs.
Contact: Joe Abbandonato, Executive Chairman
Source: Imaflex Inc.
