Madison Dearborn Partners Agrees to Acquire IPL Plastics Inc. - Seite 3

Procedural Safeguards for Minority Shareholders: The transaction was negotiated by the Special Committee, which was comprised solely of directors who are unrelated to CDPQ and management, and was advised by independent financial and legal advisors. The transaction will become effective only if it is approved by (i) at least 66 2/3% of the votes cast by shareholders at a special meeting of shareholders called to consider the transaction; (ii) a simple majority of the votes cast by shareholders, excluding for this purpose the votes attached to Shares held by CDPQ pursuant to Regulation 61-101 – respecting Protection of Minority Security Holders in Special Transactions (“MI 61-101”); and (iii) the Superior Court of Québec, after considering the procedural and substantive fairness of the transaction.

Attractive Transaction Relative to Alternatives: The Special Committee and the Board, with the assistance of their financial and legal advisors, believe that the transaction is an attractive proposition now available to shareholders based on a thorough review of reasonable alternatives (including the status quo).

Challenges Presented by Share Performance: Since the Company’s IPO, its trading multiple has traded at a discount to its larger public company peers for a variety of reasons, including its results of operations and performance, and its share price has declined. The Company’s share price underperformance and the Company’s limited trading liquidity make it more difficult for the Company to finance and execute on accretive growth opportunities.  The Special Committee and the Board believe that this dynamic, which has been made even more challenging given the negative impact of the COVID-19 pandemic and related uncertainties, is likely to continue, rendering the significant and immediate all-cash premium offered by MDP attractive for IPLP’s shareholders.

Go-Shop Provision: The Arrangement Agreement contains what is commonly referred to as a “go-shop” provision that allows the Company to solicit and engage in discussions and negotiations with respect to potential superior acquisition proposals during an initial 30-day period (with the possibility of a further 10-day extension under certain circumstances).

Arm’s Length Negotiations and Oversight: The Arrangement Agreement is the result of robust, arm’s length negotiations involving the Company, on the one hand, and MDP, on the other hand. Extensive financial, legal and other advice was provided to the Special Committee and the Board. This advice included detailed financial advice from highly qualified financial advisors as to the potential value that might have resulted from other strategic alternatives reasonably available to the Company, including remaining an independent publicly traded company and continuing to pursue the Company’s business plan on a stand-alone basis as well as a formal valuation of the Shares. Following receipt of such financial and legal advice, the transaction was unanimously recommended for approval by the Special Committee and unanimously approved by the Board. The Special Committee and the Board unanimously recommend the Arrangement Agreement be approved by shareholders.