Intertape Polymer Group Inc. (IPG) has announced that it has entered into a definitive agreement to be acquired by an affiliate of Clearlake Capital Group, L.P. (Clearlake).
Under the terms of the agreement, Clearlake will acquire the outstanding shares of IPG for CDN$40.50 per share in an all-cash transaction valued at approximately $2.6 billion, including net debt. This represents a premium of approximately 82 percent to the closing price of IPG common shares on the Toronto Stock Exchange on March 7, 2022 and approximately 66 percent to the volume weighted average trading price of IPG common shares on the Toronto Stock Exchange for the preceding 30 trading days. Upon completion of the transaction, IPG will become a privately held company.
“We believe this transaction is a great next step in the evolution of our business as Clearlake has strong industry knowledge in the protective packaging and e-commerce ecosystems. Clearlake provides us the operational and financial resources to accelerate our acquisition strategy, as well as organic growth opportunities such as investing in product innovation, sustainability and market expansion,” says Greg Yull, president and chief executive officer of IPG. “We have built a scaled business serving a diverse set of growing end markets, and have seen particularly strong growth in our large e-commerce segment. Clearlake’s investment reflects its confidence in our people, processes and strategy, and this transaction will advance our vision of becoming a global leader in packaging and protective solutions. We believe this all-cash transaction represents an attractive return and provides certainty for our shareholder base.”
The IPG Board of Directors, having received the unanimous affirmative recommendation of a special committee of independent directors, has unanimously determined that the transaction is in the best interests of IPG and fair to IPG shareholders, and recommends that IPG shareholders approve the transaction.
“IPG has succeeded over the decades through hard work, innovation and a commitment to all of our stakeholders,” says James Pantelidis, chair of the board of IPG. “Our board determined that this transaction is in the best interests of both the company and shareholders after carefully evaluating its alternatives, as it will deliver immediate liquidity and maximize value to our shareholders while providing the company with additional flexibility to operate as a private company. This transaction also represents another major milestone for IPG and affirms the tremendous value and market leadership that the entire team at the company has worked to build over the years.”
Clearlake has entered into voting support agreements with each of the directors of IPG, under which each has agreed to vote all of his or her IPG common shares in favor of the transaction with Clearlake.
“We have a long-standing respect and admiration for Greg and his team as they have built on IPG ’s position as a key packaging and protective solutions provider to a diverse set of attractive and growing end-markets,” says José E. Feliciano, co-founder and managing partner, and Arta Tabaee, managing director, of Clearlake. “We believe IPG’s customer-centric and sustainability-oriented approach and capabilities position the company well to capitalize on growth within its target end markets, and the addition of IPG to our portfolio highlights our thesis that long-term consumer trends favor providers focused on sustainability and innovation. We look forward to partnering with the IPG team to leverage our O.P.S.® value creation framework and continue driving growth for this exciting platform, both organically and through acquisitions.”
The transaction, which will be effected pursuant to a court-approved plan of arrangement, is expected to close in the third quarter of 2022. The transaction is not subject to a financing condition but is subject to customary closing conditions, including receipt of shareholder, regulatory and court approvals. Further information regarding the transaction will be included in an information circular to be mailed to IPG shareholders in connection with a meeting of IPG shareholders, currently expected to be held in May 2022, to consider and approve the transaction. A copy of the information circular will be available under IPG’s profile on SEDAR at sedar.com and on EDGAR at sec.gov/edgar.
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. For more information, visit itape.com.
About Clearlake Capital Group, L.P.
Founded in 2006, Clearlake 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’s operational improvement approach, O.P.S.®. The firm’s core target sectors are industrials, consumer and technology. For more information, visit clearlake.com.