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Glass Lewis, ISS endorse Clearlake’s acquisition of Intertape

Intertape, a Montreal and Sarasota, Florida-based packaging products maker, last month agreed to be taken private by Clearlake in a deal valued at $2.6 billion.

Proxy advisory firms Institutional Shareholder Services and Glass, Lewis & Co have recommended that shareholders of Intertape Polymer Group vote for the company’s acquisition by Clearlake Capital Group. Intertape, a Montreal and Sarasota, Florida-based packaging products maker, last month agreed to be taken private by Clearlake in a deal valued at $2.6 billion. Shareholders will vote on the transaction on May 11.

PRESS RELEASE

Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Intertape Polymer Group Inc. Shareholders Vote FOR the Plan of Arrangement to be Acquired by an Affiliate of Clearlake Capital Group, L.P.

MONTREAL and SARASOTA, Fla., April 26, 2022 (GLOBE NEWSWIRE) — Intertape Polymer Group Inc. (TSX:ITP) (“IPG”, or the “Company”) is pleased to announce that leading independent proxy advisors, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), have both recommended that Company shareholders vote FOR the resolution approving the acquisition of the Company by an affiliate of Clearlake Capital Group, L.P. (the “Purchaser”) by way of a plan of arrangement in accordance with Section 192 of the Canada Business Corporations Act (the “Arrangement”) at the Company’s Annual and Special meeting to be held on May 11, 2022.

Under the terms of the Arrangement, the Purchaser 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 shares on the Toronto Stock Exchange on March 7, 2022, being the last trading day prior to announcement of the Arrangement, and approximately 66% to the volume weighted average trading price of IPG shares on the Toronto Stock Exchange for the 30 trading days preceding March 7, 2022. Upon completion of the transaction, all of the shares of IPG will be held by the Purchaser, and the Purchaser intends to cause the Company to have such shares delisted from the Toronto Stock Exchange.

ISS and Glass Lewis are leading independent corporate governance analysis and proxy advisory firms that provide proxy voting recommendations to institutional shareholders. The independent recommendations of each of ISS and Glass Lewis are intended to assist their shareholder subscribers in making choices regarding proxy voting decisions. ISS and Glass Lewis made their respective independent recommendation after carefully reviewing the facts regarding the Arrangement and benefits to Company shareholders.

Welcoming the favourable recommendations of the Arrangement, Greg Yull, President and Chief Executive Officer of IPG commented: “We are pleased that ISS and Glass Lewis have both endorsed this deal and encourage all Company shareholders to vote FOR all resolutions including the plan of arrangement with the Purchaser in advance of the voting cut off on May 9, 2022.”

The Company’s Annual and Special Meeting of Shareholders is to be held Wednesday, May 11, 2022, at 9:00 a.m. (EDT) as a hybrid meeting with a physical location at the Fairmont Royal York, 100 Front St West, Toronto, Ontario, Canada and the ability to participate virtually via live audio webcast at https://web.lumiagm.com/488452910.

The Company’s management information circular (the “Circular”) outlines the background to the Arrangement and reasons for its recommendation and provides further details about the Arrangement, including details on how Company shareholders can vote their shares.

For a more detailed description of the Arrangement, readers should review the Circular and related materials, available on IPG’s website at www.itape.com as well as under IPG’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

THE DEADLINE TO VOTE YOUR SHARES IS 12:00 P.M. (EDT) ON MAY 9, 2022.

Shareholder Questions and Assistance

Shareholders who have questions regarding the Arrangement or require assistance with voting should contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-855-682-9437 (toll-free in North America) or at 416-867-2272 (for collect calls outside of North America) or by e-mail at contactus@kingsdaleadvisors.com.

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, Québec 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.

About Clearlake Capital Group, L.P.

Founded in 2006, Clearlake Capital Group, L.P. 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 Capital Group, L.P.’s operational improvement approach, O.P.S.® The firm’s core target sectors are industrials, consumer, and technology. Clearlake Capital Group, L.P. currently has over $72 billion of assets under management, and its senior investment principals have led or co-led over 300 investments. The firm has offices in Santa Monica and Dallas. More information is available at www.clearlake.com and on Twitter @Clearlakecap.