Publication of Definitive Interim Result of the Public Tender Offer – Constantia Holds 86.38% and Declares the Offer Successful
Constantia Flexibles GmbH (“Constantia”) today has published the definitive notice of the interim result of its public tender offer for all publicly held registered shares in Aluflexpack AG (“Aluflexpack“) with a nominal value of CHF 1.00 each. The definitive notice of the interim result shows that 5,141,293 Aluflexpack shares were tendered into the offer during the main offer period, corresponding to 68.58% of all Aluflexpack shares to which the offer extends.
Based on these figures and including the 9,803,167 Aluflexpack shares acquired by Constantia from Montana Tech Components AG as well as Xoris GmbH under a share purchase agreement (“SPA”) – which has not yet been consummated –, the participation of Constantia as of the end of the main offer period is 14,944,460 Aluflexpack shares in aggregate, corresponding to 86.38% of the issued share capital and voting rights of Aluflexpack. Constantia highly appreciates this strong support of the tender offer by the shareholder base of Aluflexpack.
The minimum acceptance level of 90% of the fully diluted share capital of Aluflexpack (taking into account the 9,803,167 Aluflexpack shares acquired by Constantia under the SPA) has not been reached. In the definitive notice of the interim result, Constantia has waived the offer condition regarding the minimum acceptance level, declared the Offer successful (zustande gekommen) and announced that it will proceed with the offer and its plans to delist the Aluflexpack shares as mentioned in the offer prospectus. The settlement of the offer remains subject to various offer conditions, including the receipt of regulatory approvals, as set forth in the offer prospectus.
The definitive notice of the interim result of the offer, as well as the pre-announcement, the offer prospectus and other materials relating to Constantia’s offer are available on the offer website
The additional acceptance period of ten trading days for the subsequent acceptance of the offer will commence on May 24, 2024, and end on June 6, 2024, 4:00 pm CEST. The provisional notice of the final result of the offer is expected to be published on June 7, 2024.
The information in this ad hoc release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Aluflexpack and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or advertising within the meaning of art. 69 of the Swiss Financial Services Act. Complete terms and conditions of the offer have been published in the offer prospectus on April 2, 2024 (the “Offer Prospectus”). Holders of shares in Aluflexpack are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited and does not constitute an offer of securities for sale in such countries. Please also refer to “Legal Disclaimers” below.
Forward Looking Statements
This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Aluflexpack undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
Legal Disclaimers
Important Additional Information
This ad hoc release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Aluflexpack, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This ad hoc release is not part of the offer documentation relating to the tender offer. Full details of the tender offer, including terms and conditions as well as the offer restrictions, were published in the Offer Prospectus. Shareholders of Aluflexpack are urged to read the tender offer documents, which are available at
Certain Offer Restrictions
The tender offer is not being and will not be made, directly or indirectly, in any country or jurisdiction in which the tender offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Constantia Flexibles GmbH or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such document relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction and must not be used for the purpose of soliciting the purchase of securities of Aluflexpack by any person or entity resident or incorporated in any such country or jurisdiction.
The communication is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 in the United Kingdom.
Reference is made to the Offer Prospectus published on April 2, 2024, for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws.
Notice to U.S. Holders
Shareholders of Aluflexpack in the United States (“U.S. Holders”) are advised that the registered shares of Aluflexpack are not listed on a U.S. securities exchange and that Aluflexpack is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The tender offer is being made for the registered shares of Aluflexpack AG, a Swiss company whose shares are listed on the SIX Swiss Exchange Ltd., and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.
The tender offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier 1 tender offer (the “Tier 1 Exemption”), and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. U.S. Holders are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the offer.
As permitted under the Tier I Exemption, the settlement of the tender offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The offer, which is subject to Swiss law, is being made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the tender offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of Aluflexpack shares and will not give rise to claims on the part of any other person. It may be difficult for U.S. Holders to enforce their rights and any claim they may have arisen under the of U.S. federal securities laws, since Aluflexpack is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue Aluflexpack or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Aluflexpack and its affiliates to subject themselves to a U.S. court’s judgment.
Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the pre-announcement or other materials relating to the offer. Any representation to the contrary is a criminal offence in the U.S.
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