Madison Dearborn Capital Partners VIII Executive-A2, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P., Madison Dearborn Capital Partners VIII-A, L.P., Madison Dearborn Capital Partners VIII-C, L.P. managed by Madison Dearborn Partners, LLC and Caisse de dépôt et placement du Québec entered into an agreement to acquire IPL Plastics Inc. (TSX:IPLP) from Caisse de dépôt et placement du Québec, Fonds de solidarité FTQ, Fitzwilliam Finance Corporation Limited and others for approximately CAD 550 million on July 28, 2020. Pursuant to the terms of agreement, Madison will acquire all outstanding shares of IPL Plastics for CAD 10 each. All the securities including RSU, DSU and PSU will be entitled to receive the merger consideration. Shareholding of Caisse de dépôt et placement du Québec (CDPQ) are effectively to be rolled over at an implied value per share equal to the purchase price, in the transaction, such that upon completion, Madison Dearborn Partners will be the controlling shareholder of IPL Plastics, with a wholly-owned subsidiary of CDPQ holding a minority equity interest of approximately 24.9% stake. The remaining shares owned by CDPQ will be sold to Madison Dearborn Partners at the purchase price. The purchase price represents a 49% premium to IPL Plastics closing share price on July 28, 2020, a 69% premium to the 20-day volume-weighted average price per share for the period ending on July 28, 2020, and a 153% premium to the closing price on May 15, 2020. The transaction values IPL Plastics at CAD 555 million on an equity basis and at CAD 981 million on an enterprise basis. Upon completion the shares of IPL Plastics will be delisted from TSX. Committed financing has been provided by Bank of America, Barclays, Deutsche Bank Securities Inc. and BMO Capital Markets Corp. An equity commitment have committed, subject to the terms and conditions set forth therein, to invest directly or indirectly in the aggregate amount of CAD 421.1 million for the purpose of facilitating the transactions. Under the terms of the agreement, IPL Plastics may solicit a superior offer for a defined ‘go-shop’ during an initial 30-day period and BMO Nesbitt Burns Inc. has been engaged for the same. The 30-day go-shop period expired on August 27, 2020. In the event of termination, IPL Plastics shall pay Madison, a termination fee of CAD 19.4 million and a ‘Go-Shop Fee’ in amount of CAD 8.3 million, which ever applicable and Madison will be liable to pay a reverse termination fee of CAD 38.7 million. The transaction is subject to approval by at least 66 2/3% of IPL Plastics shareholders, Superior Court of Québec approval, regulatory approvals including FCO clearance and HSR clearance, shareholders shall not have exercised their dissent rights in connection with the agreement with respect to more than 10% of the outstanding shares and other customary approvals. The completion of the transaction is not subject to any financing condition. The shareholders meeting of IPL Plastics will be held on September 28, 2020. The transaction has been unanimously recommended by both, IPL Plastics Board of Directors and the independent committee of the Board (Special Committee). The Board unanimously recommends the shareholders to approve the transaction. Fonds de solidarité FTQ and CDPQ have entered into a support agreement to vote their shares in favor of the transaction. As of September 28, 2020, the transaction has been approved by the shareholders of IPL Plastics. As of September 29, 2020, IPL Plastics obtained a final order from the Superior Court of Québec. It is anticipated that the arrangement will be completed in the fourth quarter of 2020. The transaction is expected to complete by mid-October 2020 or by week of October 5, 2020 or week of October 12, 2020. PricewaterhouseCoopers and BMO Nesbitt Burns Inc. (BMO Capital Markets) provided fairness opinion to the Special Committee. PricewaterhouseCoopers LLP also provided opinion on valuation of IPL Plastics shares and acted as independent valuator. BMO Nesbitt Burns Inc. (BMO Capital Markets) acted as financial advisor for IPL Plastics. David Weinberger and Pierre-Yves Leduc of Stikeman Elliott LLP acted as legal advisors for IPL Plastics while McCarthy Tétrault LLP acted as legal advisor for the special committee of IPL Plastics. Evercore acted as financial advisor while Richard J. Campbell, Jon-Micheal A. Wheat, Michael Wright, Maureen Dixon, Kyle Gillen, Bob Hayward, Lisa Martin, Rachel Cantor and Jeffrey Ekeberg of Kirkland & Ellis LLP and Michael Whitcombe, Paul Davis, and Sandra Zhao of McMillan LLP acted as legal advisors for Madison. Marie-Josée Neveu, Alain Ranger and Constantinos Ragas of Fasken Martineau DuMoulin LLP acted as legal advisor for CDPQ. Sean Skiffington of Shearman & Sterling LLP acted as legal advisor to IPL Plastic Inc. D.F. King acted as proxy solicitor and Computershare Trust Company acted as depositary for IPL Plastics.