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Clearlake to take Intertape Polymer Group private for $2.6bn

Clearlake Capital has agreed to acquire Intertape Polymer Group in a take-private deal for US$2.6 billion or C$40.50 per share.

Clearlake Capital has agreed to acquire Intertape Polymer Group in a take-private deal for US$2.6 billion or C$40.50 per share. The transaction is expected to close in the third quarter of 2022. Headquartered in Montreal, Quebec and Sarasota, Florida, IPG is a maker 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.

PRESS RELEASE

MONTREAL, QC, SARASOTA, FL, and SANTA MONICA, CA – March 8, 2022 – Intertape Polymer Group Inc. (TSX:ITP) (“IPG”, or the “Company”) today announced that it has entered into a definitive agreement to be acquired by an affiliate of Clearlake Capital Group, L.P. (together with certain of its affiliates, “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 US$2.6 billion, including net debt. This represents a premium of approximately 82% to the closing price of IPG common shares on the Toronto Stock Exchange on March 7, 2022 and approximately 66% 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,” said 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.”

“IPG has succeeded over the decades through hard work, innovation, and a commitment to all of our stakeholders,” said 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.”

“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,” said 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 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. 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.

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 www.sedar.com and on EDGAR at sec.gov/edgar.

Advisors
Morgan Stanley & Co. LLC is serving as financial advisor to IPG. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fasken Martineau DuMoulin are serving as legal advisors to IPG. National Bank Financial Inc. is serving as independent financial advisor to the IPG Board of Directors and provided a fairness opinion to the IPG Board of Directors on a fixed-fee basis.

Goldman Sachs & Co. LLC is serving as lead financial advisor to Clearlake. Credit Suisse and Deutsche Bank Securities Inc. are also acting as financial advisors to Clearlake. Kirkland & Ellis LLP and Stikeman Elliott LLP are acting as legal advisors to Clearlake. Credit Suisse, Deutsche Bank Securities Inc., and Wells Fargo are providing committed financing in support of the acquisition.

Fourth Quarter and Annual 2021 Financial Results
IPG expects to issue a news release with its fourth quarter and annual 2021 financial results before markets open on March 11, 2022, previously published as March 15, 2022. In light of entering into the arrangement agreement, IPG will not hold its previously scheduled fourth quarter and annual 2021 financial results conference call.

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. Headquartered in Montreal, Quebec and Sarasota, Florida, IPG employs approximately 4,100 employees with operations in 34 locations, including 22 manufacturing facilities in North America, five in Asia and two in Europe. For information about the Company, visit www.itape.com.