Intertape Polymer Group Inc. Completes Going-Private Transaction
28 Juni 2022 - 7:16PM
Intertape Polymer Group Inc. (TSX: ITP) (“
IPG” or
the “
Company”) is pleased to announce that
the acquisition of the Company by an affiliate of Clearlake Capital
Group, L.P. (the “
Purchaser”) by way of a plan of
arrangement in accordance with Section 192 of the Canada Business
Corporations Act (the “
Arrangement”) was completed
earlier today. Under the terms of the Arrangement, the Purchaser
has acquired all of the outstanding shares of the Company for
CDN$40.50 per share.
Consideration for the purchased shares of the
Company has been paid to TSX Trust Company, as depositary under the
Arrangement, and will be provided to former shareholders as soon as
reasonably practicable after the date hereof (or, in the case of
registered shareholders, as soon as reasonably practicable after a
properly completed and signed letter of transmittal is received by
the depositary together with the share certificate(s) and/or Direct
Registration System (DRS) Advice(s) representing shares formerly
held by them).
As a result of the transaction, the shares of
the Company will be de-listed from the Toronto Stock Exchange
shortly and the Company will apply to cease to be a reporting
issuer in all the provinces and territories of Canada. The Company
will also file a Form 15 with the U.S. Securities and Exchange
Commission (the “SEC”) to deregister the shares of
the Company under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and to terminate, its
obligation to file reports with the SEC under the Exchange Act.
About Intertape Polymer Group Inc.
Intertape Polymer Group Inc. is a recognized
leader in the development, manufacture and sale of a variety of
paper and film based pressure-sensitive and water-activated tapes,
stretch and shrink films, protective packaging, woven and non-woven
products and packaging machinery for industrial and retail use.
Headquartered in Montreal, Québec and Sarasota, Florida, IPG
employs approximately 4,200 employees with operations in 34
locations, including 22 manufacturing facilities in North America,
five in Asia and two in Europe. For information about the Company,
visit www.itape.com.
About Clearlake Capital Group, L.P.
Founded in 2006, Clearlake Capital Group, L.P.
is an investment firm, operating integrated businesses across
private equity, credit, and other related strategies. With a
sector-focused approach, the firm seeks to partner with management
teams by providing patient, long-term capital to dynamic businesses
that can benefit from Clearlake Capital Group, L.P.’s operational
improvement approach, O.P.S.® The firm’s core target sectors are
industrials, consumer, and technology. Clearlake Capital Group,
L.P. currently has over $72 billion of assets under management, and
its senior investment principals have led or co-led over 400
investments. The firm has offices in Santa Monica and Dallas. More
information is available at www.clearlake.com and on Twitter
@Clearlakecap.
Forward-Looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation and “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended
(collectively, “forward-looking statements”), which are made in
reliance upon the protections provided by such legislation for
forward-looking statements. All statements other than statements of
historical facts included in this press release may constitute
forward-looking statements. These forward-looking statements are
based on current beliefs, assumptions, expectations, estimates,
forecasts and projections made by the Company’s management. Words
such as “may,” “will,” “should,” “expect,” “continue,” “intend,”
“estimate,” “anticipate,” “plan,” “foresee,” “believe” or “seek” or
the negatives of these terms or variations of them or similar
terminology are intended to identify such forward-looking
statements. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, these
statements, by their nature, involve risks and uncertainties and
are not guarantees of future performance. Such statements are also
subject to assumptions concerning, among other things: business
conditions and growth or declines in the Company’s industry, the
Company’s customers’ industries and the general economy, including
as a result of the impact of COVID-19; the anticipated benefits
from the Company’s greenfield developments, and other restructuring
efforts; the anticipated benefits from the Company’s manufacturing
facility capacity expansions; the impact of fluctuations in raw
material prices and freight costs including the availability and
pricing due to supply chain disruptions; selling prices including
maintaining dollar spread due to higher raw material and freight
costs; the impacts of new accounting standards, including the
impact of new accounting guidance for leases; the anticipated
benefits from the Company’s acquisitions and partnerships; the
anticipated benefits from the Company’s capital expenditures; the
quality and market reception of the Company’s products; the
Company’s anticipated business strategies; risks and costs inherent
in litigation; legal and regulatory developments, including as
related to COVID-19; the Company’s ability to maintain and improve
quality and customer service; anticipated trends in the Company’s
business; the expected strategic and financial benefits from the
Company’s ongoing capital investment and mergers and acquisitions
programs; anticipated cash flows from the Company’s operations;
availability of funds under the Company’s 2021 Credit Facility; the
Company’s flexibility to allocate capital as a result of the Senior
Unsecured Notes offering; and the Company’s ability to continue to
control costs. The Company can give no assurance that these
estimates and expectations will prove to have been correct. Actual
outcomes and results may, and often do, differ from what is
expressed, implied or projected in such forward-looking statements,
and such differences may be material. Readers are cautioned not to
place undue reliance on any forward-looking statement. For
additional information regarding important factors that could cause
actual results to differ materially from those expressed in these
forward-looking statements and other risks and uncertainties, and
the assumptions underlying the forward-looking statements, you are
encouraged to read “Item 3 Key Information - Risk Factors”, “Item 5
Operating and Financial Review and Prospects (Management’s
Discussion & Analysis)” and statements located elsewhere in the
Company’s annual report on Form 20-F for the year ended December
31, 2021 and the other statements and factors contained in the
Company’s filings with the Canadian securities regulators and the
US Securities and Exchange Commission. Each of these
forward-looking statements speaks only as of the date of this press
release. The Company will not update these statements unless
applicable securities laws require it to do so.
In connection with the above, the Purchaser has filed an early
warning report under the Company's profile on SEDAR. The address of
the Purchaser is 666 Burrard St., Suite 700, Vancouver, British
Columbia, V6C 2X8.
FOR FURTHER INFORMATION PLEASE CONTACT:Ross MarshallInvestor
Relations(T) (416) 526-1563(E)
ross.marshall@loderockadvisors.com
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