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.