Fintech PR
CONSTANTIA FLEXIBLES TO ACQUIRE A MAJORITY OF SHARES OF ALUFLEXPACK AG AND ANNOUNCES PUBLIC TENDER OFFER FOR REMAINING SHARES
VIENNA, Feb. 16, 2024 /PRNewswire/ — Constantia Flexibles (“Constantia” or the “Company”), a global packaging manufacturer and portfolio company owned by an affiliate of One Rock Capital Partners, LLC (“One Rock“), today announced an agreement to acquire approximately 57% of the shares of Aluflexpack AG (“Aluflexpack”) from Montana Tech Components AG (“MTC”) and Xoris GmbH. In parallel, Constantia will launch an all cash public tender offer for all publicly held registered shares of Aluflexpack (the “Offer”). The Offer is subject to certain terms and conditions, including the outcome of the regulatory process. The material terms and conditions of the Offer are described in the pre-announcement of the Offer which has been published today and is available at https://afp-tender-offer.com.
The Board of Directors of Aluflexpack has unanimously resolved that it will recommend to the shareholders to accept the Offer.
“I am delighted to welcome Aluflexpack to Constantia – this acquisition fits perfectly in our Vision 2030 strategy as a strong packaging player in Europe and globally,” said Pim Vervaat, Constantia’s Chief Executive Officer. “We believe the combination of our businesses represents a great strategic and cultural fit that will allow us to better serve our customers through an enhanced sustainable product range supported by a fully integrated technology portfolio whilst extending our geographical reach.”
Johannes Steurer, CEO of Aluflexpack, said, “Over the last decade, Aluflexpack transformed itself into one of the foremost flexible packaging companies in Europe. Our current standing and accomplishments are also a result of the support and commitment demonstrated by MTC. We deeply appreciate this partnership, which was a pillar of support over the years and instrumental in facilitating our expansion projects as well as investments in our people, leading technology and innovation. Together with a new partner, we will continue to work on our strategy in order to create the best possible value for our customers, employees and all stakeholders, and drive innovation projects and our sustainability agenda. We look forward to our partnership with the team at Constantia Flexibles.”
“With the acquisition by Constantia Flexibles, Aluflexpack can take a significant next step in growth, leverage core competencies and consolidate expertise in the packaging sector,” added Dr. Michael Tojner, CEO of MTC and former majority owner of Aluflexpack. “We are proud of a success story for us as an international industrial group, a strategic realignment, an IPO and now a new ownership structure fully focused on packaging. From the beginning, I saw the great potential of this company in the packaging segment. In total, more than 360 million euros have been invested in organic and inorganic growth since 2013. Together with the strong management and the motivated employees, we have succeeded in making Aluflexpack a global player in the field of flexible packaging solutions.”
Jefferies is acting as exclusive financial advisor and Latham & Watkins LLP and Bär & Karrer as legal advisors to Constantia in the context of this transaction. MP Corporate Finance is acting as exclusive financial advisor to MTC and Xoris GmbH and Walder Wyss and Freshfields as legal advisors to MTC and Aluflexpack.
This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Aluflexpack and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or advertising within the meaning of art. 69 of the Swiss Financial Services Act. Complete terms and conditions of the offer will be set forth in the offer prospectus which is expected to be published on or around 2 April 2024 (the “Offer Prospectus”). Holders of shares in Aluflexpack are urged to carefully read the Offer Prospectus because it contains important information about the offer. This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited and does not constitute an offer of securities for sale in such countries. Please also refer to “Legal Disclaimers” below.
ABOUT CONSTANTIA FLEXIBLES
Constantia is a producer of flexible packaging, headquartered in Vienna. Based on the guiding principle of ‘People, Passion, Packaging’, over 7,150 employees manufacture packaging solutions at 28 sites in 15 countries. Many international companies and regional market leaders from the consumer and pharma industries choose the sustainable and innovative products of Constantia Flexibles. Sustainability is a top priority in product development at Constantia Flexibles: the company was rated Level A- by Climate Change Leadership (CDP) and Gold by EcoVadis in 2022. For more information, visit www.cflex.com.
ABOUT ALUFLEXPACK AG
Aluflexpack produces flexible packaging solutions for various consumer end markets. Its long-lasting customer relationships are underpinned by well-established industry insights, flexibility in customer service and development competence. Headquartered in Reinach (Aargau), Switzerland, Aluflexpack has production facilities in Switzerland, France, Poland, Türkiye and Croatia. It had 1,584 employees as of 30 June 2023. For more information, visit www.aluflexpack.com.
ABOUT ONE ROCK CAPITAL PARTNERS, LLC
One Rock makes investments in companies with potential for growth and operational improvement using a rigorous approach that utilizes highly experienced Operating Partners to identify, acquire and enhance businesses in select industries. The involvement of these Operating Partners is designed to afford One Rock the ability to conduct due diligence and consummate acquisitions and investments in all types of situations, regardless of complexity. One Rock works collaboratively with company management and its Operating Partners to develop a comprehensive business plan focused on growing the enterprise and its profitability to enhance long-term value. For more information, visit www.onerock.com.
FORWARD LOOKING STATEMENTS
This announcement contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Constantia undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
LEGAL DISCLAIMERS
IMPORTANT ADDITIONAL INFORMATION
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Aluflexpack, nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Main terms and conditions of the tender offer have been published in today’s pre-announcement of the tender offer, and full details including terms and conditions will be published in the tender offer prospectus. Shareholders of Aluflexpack are urged to read the tender offer documents, which are or will be available at https://afp-tender-offer.com.
CERTAIN OFFER RESTRICTIONS
The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which the tender offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Constantia Flexibles GmbH or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such document relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction and must not be used for the purpose of soliciting the purchase of securities of Aluflexpack by any person or entity resident or incorporated in any such country or jurisdiction.
The communication is not being made by, and has not been approved by, an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 in the United Kingdom.
Reference is made to the pre-announcement of the tender offer published today for full offer restrictions and an overview of certain key differences with U.S. tender offer procedures and laws.
NOTICE TO U.S. HOLDERS
Shareholders of Aluflexpack in the United States (“U.S. Holders”) are advised that the registered shares of Aluflexpack are not listed on a U.S. securities exchange and that Aluflexpack is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The tender offer will be made for the registered shares of Aluflexpack, an Austrian company whose shares are listed on the SIX Swiss Exchange Ltd., and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.
The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier 1 tender offer (the “Tier 1 Exemption”), and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. U.S. Holders are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the Offer.
As permitted under the Tier I Exemption, the settlement of the tender offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which will be subject to Swiss law, will be made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the tender offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of Aluflexpack’s shares and will not give rise to claims on the part of any other person. It may be difficult for U.S. Holders to enforce their rights and any claim they may have arising under the of U.S. federal securities laws, since Aluflexpack is located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue Aluflexpack or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Aluflexpack and its affiliates to subject themselves to a U.S. court’s judgment.
Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the pre-announcement. Any representation to the contrary is a criminal offence in the U.S.
MEDIA CONTACT
Julia Kaufman
Prosek Partners
[email protected]
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JAKARTA, Indonesia, Oct. 18, 2024 /PRNewswire/ — Nium, the leading global infrastructure for real-time cross-border payments, is thrilled to announce a partnership with Bank Rakyat Indonesia (BRI) to provide Indonesian customers with real-time international money transfer capabilities. This collaboration aims to enhance the cross-border offerings for BRI’s individual and corporate customers, delivering more accessible and cost-effective financial services across Indonesia.
This partnership empowers more than 150 million BRI account holders, including those in remote regions of Indonesia, to access modern, real-time cross-border payment services. The offering includes a variety of real-time payment mechanisms, supporting bank account destinations, a global electronic card network, and digital wallets. These innovations are closely aligned with BRI’s ongoing mission to provide affordable and customer-focused financial products, particularly for traditionally underserved communities.
BRI’s Corporate Secretary, Agustya Hendy Bernadi, emphasized BRI’s dedication to constantly improving customer convenience through innovations in its global network and cross-border transaction services. “This collaboration reflects BRI’s continuous efforts to enhance productivity and efficiency by expanding its digital payment channel network to meet the growing demand for global transactions,” he said. Agustya added that the partnership with Nium aligns perfectly with BRI’s vision to be Southeast Asia’s most valuable banking group and a champion of financial inclusion by 2025. “With Nium’s global transaction network, BRI strengthens the digitalization of its business processes and enhances retail banking capabilities in line with our 2025 strategic vision.”
Anupam Pahuja, General Manager and Executive Vice President for Asia Pacific, Middle East, and Africa at Nium, shared his excitement about the partnership, highlighting BRI’s extensive presence across Indonesia’s 17,000 islands. “By integrating Nium’s advanced technology into BRI’s platform, we are dedicated to providing BRI’s customers, no matter where they are, with access to exceptional financial services. This partnership will remove the risks associated with cash handling and provide faster, more cost-effective transactions—whether individuals are sending money to family members abroad or businesses are making international payments.”
Cross-border payments are projected to grow significantly in Indonesia, with a forecasted year-on-year increase of 15% through 2025, driven largely by the digital transformation in financial services (Statista, 2024).
This partnership between BRI and Nium is expected to transform the way Indonesians engage with global financial services, meeting the rising demand for modern payment infrastructure and enhancing the overall experience for BRI’s customers in their international transactions.
About Nium
Nium, the leading global infrastructure for real-time cross-border payments, was founded on the mission to deliver the global payments infrastructure of tomorrow, today. With the onset of the global economy, its payments infrastructure is shaping how banks, fintechs, and businesses everywhere collect, convert, and disburse funds instantly across borders. Its payout network supports 100 currencies and spans 220+ markets, 100 of which in real-time. Funds can be disbursed to accounts, wallets, and cards and collected locally in 40 markets. Nium’s growing card issuance business is already available in 34 countries. Nium holds regulatory licenses and authorizations in more than 40 countries, enabling seamless onboarding, rapid integration, and compliance – independent of geography. The company is co-headquartered in San Francisco and Singapore.
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View original content:https://www.prnewswire.co.uk/news-releases/bri-partners-with-nium-to-expand-real-time-cross-border-payment-solutions-302279138.html
Fintech PR
Grexie Signchain Launches on November 1st, 2024: Enabling Smart Contract Developers to Bring Off-Chain Data On-Chain with Seamless Gas-Paid Signing
Grexie Signchain enables developers to sign off-chain data into smart contracts, with self-hosted or secure vault signer wallet management.
MANCHESTER, England, Oct. 17, 2024 /PRNewswire/ — Grexie Limited proudly announces the launch of its innovative smart contract solution, Signchain, on November 1st, 2024. Designed specifically for developers, Signchain introduces a powerful way to bring off-chain data on-chain through user-paid gas fees and secure signing of data into smart contract methods using its extendable smart contract, Signable.
In the growing landscape of blockchain technology, securely managing off-chain data and integrating it into on-chain smart contracts has posed significant challenges for developers. Signchain eliminates these hurdles by offering a robust, gas-efficient system for signing and authenticating data in real-time.
Key Features of Signchain:
1. Seamless Off-Chain to On-Chain Data Integration
Signchain enables developers to securely bring off-chain data on-chain by signing it directly into smart contract methods through user-paid gas fees. This integration ensures that data authenticity is preserved, and its entry into the blockchain remains tamper-proof, streamlining processes for industries relying on real-world data verification. Signchain also supports integration with Google Sheets, AWS, and Firebase, making it easy to pull data from popular off-chain data sources.
2. Extendable Smart Contract – Signable
The core of Signchain’s technology is its extendable smart contract, Signable, which allows developers to customize and build upon existing smart contracts. With Signable, developers can easily implement contract signatures for any data type, offering flexibility across industries from finance to logistics and beyond.
3. Signer Wallet Management
Signchain offers comprehensive signer wallet management as part of its service, empowering developers to manage and authenticate signers effectively. Wallets can either be self-hosted using Signchain’s Docker container for those who prefer their own infrastructure, or they can leverage Signchain’s network of secure vaults for maximum security.
4. Self-Hosted or Managed Service
For developers who want full control of their infrastructure, Signchain provides a self-hosted option via Docker containers, allowing them to deploy the platform on their own servers. Alternatively, developers can opt to use Signchain’s secure vault network, offering a hassle-free solution with enterprise-grade security and wallet management.
5. User-Paid Gas Fees
By integrating a user-paid gas fee model, Signchain allows users to cover the costs of signing and authenticating their data, ensuring the signing process is efficient and doesn’t overburden developers with additional expenses. This makes Signchain an ideal solution for dApps and platforms handling high transaction volumes.
6. Google Sheets, AWS, Firebase Integration with Serverless Model
Signchain supports integration with Google Sheets, AWS, and Firebase in a serverless model, powered by a hosted Sign In With Ethereum (SIWE) implementation provided by Signchain’s API. Developers can simply connect their Google Sheets and configure the contract parameters associated with each column. Signchain will automatically look up the user’s wallet address in the spreadsheet, sign the transaction data, and execute it in the blockchain along with any user-supplied parameters. This creates an easy, efficient way to manage data inputs from off-chain sources without heavy infrastructure setup.
Revolutionizing Smart Contract Workflows
With Signchain, developers now have the tools to handle the complexities of integrating off-chain data into smart contracts. The extendable nature of Signable offers flexibility, allowing developers to cater to various use cases, whether it’s automating financial transactions, supply chain data, or verifying legal agreements.
Tim Behrsin, CEO of Grexie Limited, said, “Signchain is more than just a signing solution—it’s a platform that empowers developers to securely integrate off-chain data into their smart contracts with minimal effort. The flexibility of Signable and our focus on signer wallet management offers developers control and security at every stage of the process.”
Why Signchain Matters
Signchain addresses critical challenges faced by developers, particularly those dealing with off-chain data. By signing data into smart contracts and enabling user-paid gas fees, the platform significantly reduces friction in managing secure, scalable smart contracts. Whether developers need to manage high volumes of data transactions or create bespoke smart contracts, Signchain offers a scalable and secure solution.
In industries like DeFi, real estate, and supply chain management, data integrity and security are paramount. Signchain’s secure vault network and customizable signing workflows allow businesses to handle sensitive information with confidence.
Launch Event and Future Developments
The official launch of Signchain will take place on November 1st, 2024, alongside a virtual event. The event will showcase live demonstrations of Signable, with detailed walkthroughs of the Docker-based self-hosted solution and signer wallet management features. Attendees will also get an exclusive preview of future enhancements, including multi-signature workflows and advanced blockchain network integrations.
About Signchain
Signchain is a cutting-edge platform developed by Grexie Limited, based in Manchester, Cheshire, United Kingdom. Signchain simplifies smart contract development by offering a secure, scalable, and customizable solution for signing and authenticating off-chain data on-chain. Developers can either self-host the solution using Signchain’s Docker container or rely on the network’s secure vault infrastructure. With an emphasis on security, flexibility, and developer experience, Signchain is set to transform how smart contracts handle off-chain data.
For more information, visit signchain.net.
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View original content:SOURCE Grexie Limited
OXFORD, England, Oct. 17, 2024 /PRNewswire/ — n2 Group, the transformative computing technology investment company, announces the acquisition of high-performance computing (HPC) and AI specialists, X-ISS. The addition of X-ISS expands the Group’s portfolio– joining NAG, VSNi, BioTeam and STAC—as it accelerates advancements in technology and computation, underpinned by innovation, technical excellence, and a focus on long-term growth.
n2 Group invests selectively in technical computing companies with deep business impact in a variety of sectors, providing operational support and a collaborative approach to innovation and business transformation. The addition of X-ISS will further strengthen the Group’s already strong HPC/AI credentials, with NAG, STAC and BioTeam already adding to this space.
X-ISS is a pioneer in Managed Services specifically designed for HPC/AI. With their in-depth understanding of hardware and software complexities within HPC and AI, they deliver highly impactful end-to-end services to clients through the integration, optimization and management of HPC/AI systems. The integration of X-ISS into n2 Group aligns with the Group vision of improving the accessibility, quality and robustness of computing solutions to enable greater productivity in industry.
X-ISS will operate as an autonomous business within the n2 Group, maintaining its brand, identity and ethos. n2 Group’s status as an independent, member-backed organisation with no external financial stakeholders allows X-ISS to continue providing impartial advice based on the technology needs and challenges of its clients. Inter-group synergies will enable greater innovation and collaboration, advancing the Group’s position and long-term HPC/AI market impact.
“X-ISS strengthens the n2 community in the strategically important area of HPC/AI”, said Adrian Scales, Snr Director of Investments and Partnerships at n2 Group. “As a respected boutique HPC service provider, X-ISS is helping clients navigate an increasingly complex landscape in terms of technologies and software integrations with AI and analytics. The acquisition strongly complements the Group’s existing HPC professional services capability, and we are delighted to have them on board.”
“This is an important milestone for X-ISS.”, said Deepak Khosla, CEO X-ISS, “The partnership with n2 Group will enable us to enhance our flagship ManagedHPC solution by leveraging n2‘s complementary services and product developments, allowing us to deliver even greater value to our customers. As businesses face increasing challenges with complex technologies like AI and cloud computing, we’re now better equipped to support them with the same quality, passion, and partnership that defines X-ISS. I am excited about the opportunities this can bring for current and future X-ISS customers.”
About n2 Group
At n2 Group we are transforming computing and technology investment with a radical new approach. Our businesses are all established, purpose-driven market-leaders in computing products or services. We stimulate long-term sustainable growth through group-level support in strategy, business development, innovation, and operations. With no shareholders or external financial interests, we reinvest all profits back into the group or to the community, reinforcing our commitment to positive social impact through technological advancements.
n2 Group companies are at the forefront of computing and IT infrastructure, helping clients in various sectors to be more productive, innovative or reduce risk through advanced software and services. Rapidly expanding in high-performance computing, artificial intelligence, and scientific computing, our businesses maintain their unique brands and identities, but benefit from the expanded network available through the group.
n2 Group Companies
• BioTeam: Scientific computing consultancy integrating technologies, data, and cultures to accelerate science.
• NAG: Advanced products and services in algorithms, optimization, high-performance computing and AI.
• STAC: Independent financial services technology research and community events.
• VSNi: Proven statistical solutions and data expertise driving innovation and success.
• X-ISS: Industry leading management and analytics solutions for HPC/AI systems.
For more detailed information and the latest updates, visit n2 Group.
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View original content:https://www.prnewswire.co.uk/news-releases/n2-group-advances-hpcai-portfolio-by-acquiring-managed-services-company-x-iss-302279433.html
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