Imaflex Shareholders Approve Proposed Plan of Arrangement to be Acquired by Soteria

Imaflex Shareholders Approve Proposed Plan of Arrangement to be Acquired by Soteria

MONTRÉAL, Feb. 19, 2026 /CNW/ - Imaflex Inc. ("Imaflex" or the "Corporation") (TSXV: IFX) is pleased to announce that its shareholders have approved the previously announced plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act involving Soteria Flexibles AcquireCo Ltd. (the "Purchaser"), an affiliate of Soteria Flexibles Corp. ("Soteria") pursuant to which the Purchaser will acquire all the issued and outstanding common shares of Imaflex (the "Transaction").

At the special meeting of shareholders of Imaflex held earlier today (the "Meeting"), the Arrangement resolution was approved by 99.97% of the votes cast by the shareholders entitled to vote at the Meeting present virtually or represented by proxy at the Meeting, and by 99.95% of the votes cast by the shareholders entitled to vote at the Meeting present virtually or represented by proxy at the Meeting, excluding the votes cast by the shareholders whose votes must be excluded in accordance with Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions.

The Arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Superior Court of Québec (Commercial Division) following the hearing expected to take place tomorrow, on February 20, 2026. If the necessary approvals are obtained and the other conditions are satisfied or waived, it is anticipated that the Arrangement will be completed on or about February 27, 2026.

About Imaflex Inc.
Founded in 1994, Imaflex is focused on the development and manufacturing of innovative solutions for the flexible packaging space. Concurrently, the Corporation develops and manufactures films for the agriculture industry. The Corporation's products consist primarily of polyethylene (plastic) film and bags, including metalized plastic film, for the industrial, agricultural and consumer markets. Headquartered in Montreal, Quebec, Imaflex has manufacturing facilities in Canada and the United States. The Corporation's common stock is listed on the TSX Venture Exchange (the "TSXV") under the ticker symbol IFX. Additional information is available at www.imaflex.com.

About Soteria Flexibles Corp.
Soteria Flexibles, a portfolio company of TJC LP, is a North American manufacturer of high-performance films and flexible packaging solutions, serving customers across a wide range of end markets, including food, healthcare, industrial, and consumer applications. The company specializes in short-run, custom packaging supported by advanced manufacturing capabilities and a customer-centric operating model. With eight manufacturing locations and a broad portfolio of materials and formats, Soteria partners closely with customers to deliver reliable, responsive, and innovative flexible packaging solutions tailored to their specific needs.

Cautionary Note Regarding Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "Forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is identified by terms and phrases such as  "may," "will," "would," "should," "could," "expect," "intend," "estimate," "anticipate," "believe," "plan," "foresee," "target," "project" and "continue," the negative of these terms and similar expressions, including references to assumptions, although not all Forward-looking information contains these identifying terms and phrases. The Forward-looking information contained in this press release include, but are not limited to, the anticipated date for the receipt of the final order as well as the satisfaction or waiver of the conditions to completing the Arrangement. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management. Although Imaflex believes that the assumptions and expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because it involves known and unknown risks, uncertainties and other factors, many of which are beyond the Corporation's control, that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, but are not limited to, risks relating to: the failure to obtain the necessary court and other required approvals or to otherwise satisfy the conditions to completion of the Transaction, or the failure to obtain such approvals or satisfy such conditions in a timely manner; the possibility that the Transaction is not completed on the terms and timing currently contemplated, or at all; significant Transaction costs, unknown liabilities or other contingencies; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement in respect of the Transaction, including as a result of a material adverse effect; and the other risks and uncertainties described in greater detail in the Corporation's most recent Management Discussion and Analysis and other continuous disclosure filings available on SEDAR+at www.sedarplus.ca and on the investor section of the Corporation's website at www.imaflex.com. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation.

The forward-looking information contained in this press release is made as of the date hereof and is based upon information available and assumptions believed to be reasonable as of such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue reliance on these forward-looking statements. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Imaflex Inc.