JBF Finance SA publishes offer prospectus on public tender offer for all publicly held shares of Bobst Group SA

JBF published today its offer prospectus on the public tender offer for all publicly held shares of Bobst Group. Pursuant to the offer prospectus and in line with the pre-announcement of the public tender offer published by Bobst Group on 25 July 2022, the price offered by JBF in the offer is CHF 78.- in cash for each Bobst Group share.

The Board of Directors of Bobst Group, represented by its Committee of Independent Directors, has obtained from KPMG AG (“KPMG”) a fairness opinion confirming the fairness and adequacy of the offer price from a financial perspective. After due and careful inquiry and analysis of the offer, the price offered, its business rationale and its consequences for Bobst Group and its shareholders and stakeholders, and taking into account the above-mentioned fairness opinion, the Board of Directors (acting through its independent Board members) unanimously resolved to support and recommend the tender offer submitted by JBF as in Bobst Group’s interest and offering shareholders liquidity at a premium to previously prevailing market prices and within the range of fairness determined by KPMG. The report of the Board of Directors is included in the offer prospectus of JBF’s tender offer.

The offer prospectus, the report of the Board of Directors and the fairness opinion of KPMG are available at investors.bobst.com/tenderoffer/. After a cooling-off period, the offer is expected to be open for acceptance between 20 September 2022 and 3 October 2022, 4:00 p.m. Central European Summer Time (CEST). An additional acceptance period is expected to run from 10 October 2022 to 21 October 2022, 4:00 p.m. CEST and the offer is expected to be settled on or around 4 November 2022.

Bobst Group SA, Mex, Switzerland / JBF Finance SA, Buchillon, Switzerland

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Press release

About JBF
JBF Finance SA, Buchillon, Switzerland, is the largest shareholder of Bobst Group SA. Its shares are held by more than 60 shareholders who belong to families that have historically controlled BOBST.

Inquiries about the tender offer
E-mail: info(at)jbf.ch

About BOBST
We are one of the world’s leading suppliers of substrate processing, printing and converting equipment and services for the label, flexible packaging, folding carton and corrugated industries.
Founded in 1890 by Joseph Bobst in Lausanne, Switzerland, BOBST has a presence in more than 50 countries, runs 19 production facilities in 11 countries and employs more than 5 800 people around the world. The firm recorded a consolidated turnover of CHF 1.563 billion for the year ended December 31, 2021.

Inquiries for Media and Investor Relations
Stefano Bianchi
Tel. +41 21 621 27 57
E-mail: investors(at)bobst.com

Disclaimer
Forward looking statements are subject to uncertainties and risk. Actual future results may differ materially from those expressed in or implied by the statements. Some of these uncertainties and risks relate to factors that are beyond BOBST’s ability to control or estimate precisely, such as, in particular, future market conditions, currency fluctuations, or behavior of other market participants. Readers are cautioned not to put undue reliance on forward looking statements, which speak only of the date of this communication. BOBST disclaims any intention or obligation to update and revise any forward looking statements constantly, whether as a result of new information, future events or otherwise.

IMPORTANT INFORMATION

General
The offer described in this press release will not be made, directly or indirectly, in any country or jurisdiction in which such offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require JBF Finance SA to change or amend the terms or conditions of the offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the offer. It is not intended to extend the offer to any such country or jurisdiction. Documents relating to the offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of Bobst Group SA, by any person or entity resident or incorporated in any such country or jurisdiction.

United States of America
The public tender offer described in this press release will not be made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America and may only be accepted outside the United States of America. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. This press release and any other offering materials with respect to the public tender offer described in this press release are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) nor sent in or into the United States of America or to any persons located or resident in the United States of America and may not be used for the purpose of soliciting the sale or purchase of any securities of Bobst Group SA from anyone in the United States of America. The offeror is not soliciting the tender of securities of Bobst Group SA by any holder of such securities located or resident in the United States of America. Securities of Bobst Group SA will not be accepted from holders of such securities located or resident in the United States of America. Any purported acceptance of the offer that the offeror or its agents believe has been made in or from the United States of America will be invalidated. The offeror reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful. “United States of America” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom
This communication is directed only at persons in the U.K. who (i) are permitted participants, as defined under “European Economic Area” below, (ii) have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iv) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

Australia, Canada, Japan
The public tender offer described in this press release is not addressed to shareholders of Bobst Group SA whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.