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Imaflex Inc. announced on December 17, 2025, that it 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, for the acquisition of all outstanding common shares at CAD $2.35 per share in cash. The transaction values Imaflex's equity at approximately CAD $123.0 million and represents a 121.7% premium to the December 16, 2025 closing share price and a 135% premium to the 52-week low of CAD $1.00 recorded on October 31, 2025. Upon completion, Imaflex will become a privately held company and will be delisted from the TSX Venture Exchange.
The transaction will be implemented through a plan of arrangement under the Canada Business Corporations Act and requires approval from Imaflex shareholders at a special meeting expected before the end of February 2026. The Board of Directors, following a recommendation from a special committee of independent directors, has unanimously determined the transaction to be fair and in the best interests of shareholders. Stifel Financial Corp. provided a fairness opinion supporting this conclusion and also served as financial advisor to Imaflex. Executive Chairman Joe Abbandonato, holding approximately 25.9% of outstanding shares, has entered into an irrevocable voting support agreement, while other directors collectively holding approximately 27.5% have entered into revocable voting support agreements.
Lavery, de Billy, L.L.P. is acting as legal counsel to Imaflex and the Special Committee, while Stikeman Elliott LLP and Winston & Strawn LLP represent Soteria. The transaction is expected to close in Q1 2026.
Parties
Company
Imaflex Inc.
Company
Soteria Flexibles Corp.
Deal Type
Merger & AcquisitionIndustry
OtherTransaction
$ 122,999,999Deal Status
ActiveClosing Date