Clearlake Capital Group, L.P. entered into a definitive agreement to acquire Intertape Polymer Group Inc. (TSX:ITP) from individual shareholders and others for CAD 2.5 billion on March 7, 2022. Under the terms of the agreement, Clearlake will acquire the outstanding shares of Intertape for CAD 40.50 per share in an all-cash transaction valued at approximately $2.6 billion (CAD 3.35 billion), including net debt. Upon completion of the transaction, Intertape will become a privately held company. Credit Suisse, Deutsche Bank Securities Inc., and Wells Fargo are providing committed financing in support of the acquisition. Intertape Polymer Group shall pay a termination Fee of $81 million (CAD 104.48 million) to Clearlake Capital. Clearlake Capital shall pay a termination fee of $142 million (CAD 183.16 million) to Intertape Polymer.

The transaction is not subject to a financing condition but is subject to customary closing conditions, including receipt of Intertape shareholder, limitation of dissenter's rights, regulatory and court approvals. Intertape shareholders will hold a meeting on May 9, 2022 to approve the transaction. The Intertape Board of Directors, having received the unanimous affirmative recommendation of a special committee of independent directors, has unanimously determined that the transaction is in the best interests of Intertape and fair to Intertape shareholders, and recommends that Intertape shareholders approve the transaction. On May 11, 2022, Intertape Polymer Group shareholders approved the transaction. Institutional Shareholder Services and Glass, Lewis & Co have each recommended that shareholders of Intertape vote in support of the agreement. As of May 13, 2022, the Superior Court of Québec has issued a final order approving the acquisition. As of June 24, 2022, the transaction has received the approval under the Investment Canada Act. The transaction is expected to close in the third quarter of 2022. As of May 13, 2022, the arrangement is expected to close early in the third quarter of 2022. As of June 24, 2022, the transaction is expected to close on June 28, 2022.

Morgan Stanley & Co. LLC is serving as financial advisor as well as fairness opinion provider to Intertape. Adam Givertz, Ian Hazlett, Scott Barshay, Caith Kushner, Lawrence Witdorchic, Scott Sontag, Kevin Colan, Jonathan Ashtor, Michael Kurzer, Andrew Finch, Marta Kelly and Jared Nagley of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Neil Kravitz, Marie-Christine Valois, Constantinos Ragas, Brad Moore, Brandon Farber, Claude E. Jodoin and Antonio Di Domenico of Fasken Martineau DuMoulin are serving as legal advisors to Intertape. National Bank Financial Inc. is serving as independent financial advisor to the Intertape Board of Directors and provided a fairness opinion to the Intertape Board of Directors on a fixed-fee basis. Olivier Désilets of Davies Ward Phillips & Vineberg LLP acted as legal advisor to National Bank Financial, Inc. in its capacity as independent financial adviser. Goldman Sachs & Co. LLC is serving as lead financial advisor to Clearlake. Credit Suisse and Deutsche Bank Securities Inc. are also acting as financial advisors to Clearlake. Carlo Zenkner, Luke Guerra, Aisha Lavinier, Brian Ford, Paul Rezvani, Ross Leff, Thomas Felix, Anne Kim, and Jack Stratton of Kirkland & Ellis LLP and John W. Leopold and David Massé of Stikeman Elliott LLP are acting as legal advisors to Clearlake. Kingsdale Advisors acted as the information agent to Intertape and will receive a fee of $50,000 (CAD 64,492.5) for its services. TSX Trust Company is the depositary, transfer agent and registrar for Intertape shares.

Clearlake Capital Group, L.P. completed the acquisition of Intertape Polymer Group Inc. (TSX:ITP) from individual shareholders and others on June 28, 2022. As a result of the transaction, Intertape Polymer Group Inc. is now a privately held company, and shares of Intertape Polymer Group Inc. are no longer listed on the public market.