Aptar Announces the Signature of a Share Purchase Agreement Regarding the Acquisition of a Majority Stake in Voluntis at a Price of €8.70 Per Share
July 23, 2021 at 17:00 PM EDT
AptarGroup, Inc. (NYSE: ATR), a global leader in drug delivery, consumer product dispensing and active material science solutions announced today that following the entry into exclusive negotiations with Voluntis (ENXTPA: ALVTX) on June 21, 2021, and after completion of the consultation procedure of the employee representative bodies of Voluntis, it has signed on July 22, 2021 a share purchase agreement for the acquisition of a majority stake in Voluntis, representing approximately 64.6% of the share capital of Voluntis (on a non-diluted basis), at a price of €8.70 per share.
The completion of the transfer of the block of shares is expected to occur before the end of the third quarter 2021 and is subject to customary conditions, notably the approval of the French Ministry of Economy under the foreign investment clearance regulations.
After and subject to completion of this acquisition, Aptar will launch a mandatory cash tender offer to acquire Voluntis’ remaining shares for the same price of €8.70 per share (the “Tender Offer”). The Tender Offer would be filed with the French Markets Authority (the “AMF”) in the third quarter of 2021 and will be subject to the regulatory clearance from the AMF.
If the regulatory conditions are met upon completion of the Tender Offer, Aptar intends to implement a squeeze-out on the remaining outstanding shares of Voluntis.
In accordance with applicable law, Voluntis’ board of directors, in accordance with the recommendation of the ad hoc committee, appointed Advolis Orfis as independent expert on July 5, 2021 and will issue, notably on the basis of the independent expert’s report opining on the financial terms of the Tender Offer and potential subsequent squeeze-out, a reasoned opinion on the Tender Offer and its consequences on Voluntis, its shareholders and employees.
Aptar is a global leader in the design and manufacturing of a broad range of drug delivery, consumer product dispensing and active material science solutions. Aptar’s innovative solutions and services serve a variety of end markets including pharmaceutical, beauty, personal care, home, food and beverage. Using insights, proprietary design, engineering and science to create dispensing, dosing and protective technologies for many of the world’s leading brands, Aptar in turn makes a meaningful difference in the lives, looks, health and homes of millions of patients and consumers around the world. Aptar is headquartered in Crystal Lake, Illinois and has 13,000 dedicated employees in 20 countries. For more information, visit www.aptar.com.
This press release contains forward-looking statements, including regarding the potential acquisition of Voluntis and the anticipated effects of the acquisition. Expressions or future or conditional verbs such as “will,” “would” and “expects” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment including, but not limited to: the satisfaction of the conditions to closing the share acquisition and tender offer; the expected benefits of the acquisition; the successful integration of Voluntis; the regulatory environment; and competition, including technological advances. For additional information on these and other risks and uncertainties, please see Aptar’s filings with the Securities and Exchange Commission, including the discussion under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Aptar’s Form 10-K and Form 10-Qs. Aptar undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.