Public tender offer for Bobst Group SA by its largest shareholder, JBF Finance SA

JBF Finance SA, Buchillon, Switzerland (“JBF”) has announced a public tender offer for all publicly held shares of Bobst Group SA. JBF is Bobst Group’s largest shareholder and already holds approximately 53% of the shares and voting rights in the company.

JBF has announced that it will pay CHF 78.- in cash per Bobst Group share, which represents a premium of 22% compared to the average price of the last four weeks. The offer is not subject to substantial conditions. Following completion of the offer, JBF expects to be able to take Bobst Group private through a delisting of its shares from SIX Swiss Exchange to allow the company to focus on long-term and sustainable growth. The pre-announcement of the offer is available at https://investors.bobst.com/tenderoffer/. The offer prospectus is expected to be published on the same website page, on or around 5 September 2022.

This offer will give the company the appropriate conditions to deploy a long-term strategy, to execute its digital transformation, and to maintain its strong Swiss industrial activities.

Transaction highlights include:

• Bobst Group continues to be managed by independent board members and family board members, as it is today;

• Bobst Group will enjoy the best possible conditions to transform the business into a digitized, connected and sustainable packaging supply chain;

• JBF is committed to the long-term legacy of the 5th generation of families and to sustaining the industrial base of Switzerland;

• Shareholders have the opportunity to realize their investment at an attractive price.

The Board of Directors of Bobst Group, represented by the Committee of Independent Directors, has reviewed the Offer, is convinced of the business rationale of the transaction and welcomes the possibility for shareholders to tender their shares at a premium in these uncertain times.

Expected Timeline ​
​5 September 2022: Publication of offer prospectus, including the report of the Board of Directors.
​20 September to 3 October 2022: Main offer period.
​10 October to 21 October 2022: Additional acceptance period.
​Beginning of November 2022: Offer settlement.

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 descend from BOBST’s founder.

Inquiries about the tender offer
​E-mail: info@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@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.