Aptar Announces the Completion of the Acquisition of a Majority Stake in Voluntis

Rhea-AI Summary

AptarGroup, Inc. (NYSE: ATR) has successfully acquired a majority stake of approximately 64.6% in Voluntis for €8.70 per share. Following this acquisition, Aptar will initiate a mandatory cash tender offer for the remaining shares at the same price. The transaction has received approval from the French Ministry of Economy and is expected to enhance Aptar's position in drug delivery solutions.

The company's board will issue an opinion on the tender offer, guided by an independent expert report. The current management of Voluntis is expected to remain post-acquisition.

Positive

• Acquisition of 64.6% stake in Voluntis strengthens Aptar's market position.
• Launch of mandatory cash tender offer for remaining shares at €8.70 could lead to full ownership.
• Regulatory approval from the French Ministry of Economy facilitates the acquisition process.

Negative

• Potential integration challenges following the acquisition.
• Regulatory clearance from the French Markets Authority is still pending for the tender offer.

CRYSTAL LAKE, III.--(BUSINESS WIRE)-- AptarGroup, Inc. (NYSE: ATR), a global leader in drug delivery, consumer product dispensing and active material science solutions, announced today that following the signature of a share purchase agreement on July 22, 2021 and the approval of the French Ministry of Economy under the foreign investment clearance regulations, it has completed the acquisition of a majority stake in Voluntis (ENXTPA: ALVTX) from the company's reference shareholders and certain members of the management. The stake acquisition represents approximately 64.6% of the share capital of Voluntis (on a non-diluted basis), at a price of €8.70 per share.

In accordance with applicable regulation, 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”). Aptar intends to file the Tender Offer with the French Markets Authority (the “AMF”) in September 2021 and the Tender Offer 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.

Voluntis’ board of directors (the “Board”), upon the recommendation of its ad hoc committee and in accordance with applicable regulation, 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.

The independent expert’s report and the Board’s opinion will be included in the draft response offer document that will be prepared by Voluntis in the context of the Tender Offer and submitted to the AMF, which will assess its compliance with applicable regulation.

On September 2, 2021, following resignation of the selling shareholders’ representatives on the Voluntis Board, namely Laurent Higueret (representative of Bpifrance Participations) and Franck Noiret (representative of LBO France Gestion), Gael Touya and Patrick Jeukenne, Aptar’s representatives, have been appointed to replace them in the Board.

The Board has also appointed Sai Shankar as deputy CEO of Voluntis, and the current management of Voluntis is otherwise expected to remain the same following the completion of the Tender Offer.

About Aptar

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 timing of completion of the 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005790/en/

Investor Relations Contact:

Matt DellaMaria

AptarGroup, Inc.

+1 815 479 5530

matt.dellamaria@aptar.com

Media Contact:

Carolyn Penot

Aptar Pharma

+33 1 39 17 20 38

carolyn.penot@aptar.com

Source: AptarGroup, Inc.

FAQ

What is the significance of Aptar's recent acquisition of Voluntis?

Aptar's acquisition of a 64.6% stake in Voluntis enhances its market presence and capabilities in drug delivery solutions.

What will Aptar do with the remaining shares of Voluntis?

Aptar plans to launch a mandatory cash tender offer for the remaining shares at €8.70 per share.

When will Aptar's tender offer for Voluntis be filed?

The tender offer is expected to be filed with the French Markets Authority in September 2021.

What are the expected challenges following the acquisition of Voluntis?

Challenges may include integration issues and awaiting regulatory clearance for the tender offer.

How has Voluntis' management structure changed after Aptar's acquisition?

Aptar's representatives have been appointed to replace resigning board members, while the current Voluntis management is anticipated to remain in place.