Madison Dearborn Partners Agrees to Acquire IPL Plastics Inc. - Seite 2

Rose Hynes, Chair of the Special Committee, said:

“We have concluded that this transaction is in the best interests of IPLP and fair to our shareholders. With a view to maximizing shareholder value we conducted a thorough assessment of MDP’s proposal, as well as other alternatives reasonably available to the company, including the status quo. Following this comprehensive assessment and our extensive negotiations with MDP, we are pleased to have reached an agreement that provides immediate and fair value to shareholders and includes significant procedural safeguards that protect minority shareholders.”

Transaction Rationale
In response to various confidential enquiries and unsolicited preliminary proposals from North American and European private equity sponsors who wished to explore a potential privatization transaction involving the Company, the Board established the independent Special Committee.  The Special Committee is chaired by Rose Hynes and includes Sharon Pel and Hugh McCutcheon, each of whom are independent of the Company and CDPQ under applicable corporate and securities laws.

The conclusions and recommendations of the Special Committee and the Board have been based on a number of factors, including (without limitation) the following:

• Premium to IPLP Trading Price: The Purchase Price represents a premium of:
  
  • Approximately 49% to the closing price per Share on the Toronto Stock Exchange (the “TSX”) on July 28, 2020 and 69% to the 20-day volume-weighted average price per Share on the TSX for the period ending on July 28, 2020; and
    
  • 153% to the closing price per Share on the TSX on May 15, 2020, the last trading day prior to media reports with respect to a potential acquisition of IPLP. 
    
    
• Certainty of Value and Liquidity: The payment to shareholders under the terms of the Arrangement Agreement will be all cash, which provides certainty and immediate liquidity. By contrast, the Company has experienced limited trading liquidity since its IPO, which makes it difficult for existing shareholders to realize meaningful liquidity through the public markets on which the Shares trade.
  
  
• Value Supported by a Formal Valuation and Two Fairness Opinions: The Special Committee and the Board received a fairness opinion and independent formal valuation of the Shares from PricewaterhouseCoopers LLP (“PwC”) as well as a fairness opinion from BMO Capital Markets. The Purchase Price of C$10 per Share is within the range of fair market value for the Shares of C$9.20 to C$10.90 per Share as of July 28, 2020, as set out in PwC’s written valuation report and subject to the assumptions, limitations and qualifications included therein.