MONTREAL, QC– On December 8, Transcontinental Inc. (“TC Transcontinental” or the “Corporation”) (TSX: TCL.A, TCL.B) announced that it has entered into a stock purchase agreement (the “Stock Purchase Agreement”) with ProAmpac Holdings Inc. (“ProAmpac”) and certain of its subsidiaries (collectively, the “Buyer”), pursuant to which the Buyer has agreed to purchase all of the issued and outstanding shares of capital stock of entities which carry on the business of the Corporation’s Packaging Sector (“TC Transcontinental Packaging” or the “Packaging Business”) (the “Transaction”). The Transaction will result in the divestiture of the Corporation’s entire interest in the Packaging Sector. All amounts in this press release are in Canadian dollars, unless indicated otherwise.

The aggregate purchase price payable to the Corporation, which implies an enterprise value of approximately $2.22 billion [Converted at an exchange rate of 1.38 CAD/USD] inclusive of assumed indebtedness and lease obligations under IFRS, is approximately $2.10 billion(1), subject to customary adjustments for debt and debt-like items, cash, and net working capital. The Corporation expects to make a cash distribution to its shareholders of approximately $20.00 per share on Class A Shares and Class B Shares (based on the Corporation’s current issued and outstanding Class A Shares and Class B Shares as of December 5, 2025).

The Transaction is subject to shareholder approval, regulatory approvals and other customary conditions.

“This transaction delivers immediate and significant value to our shareholders, with net proceeds representing a substantial premium to the value of the Packaging Business within TC Transcontinental’s share price. In this period of industry consolidation, we are maximizing shareholder value by acting decisively and from a position of strength. It highlights the quality of our Packaging assets, and the talented people who helped us build this business — whom I want to sincerely thank for their dedication and contribution,” said Isabelle Marcoux, Executive Chair of the Board. “I believe that TC Transcontinental Packaging has found an exciting new home, and I am confident that ProAmpac will be a strong cultural fit for our employees and that the combination will be well positioned to deliver increased value to customers.”

“As we approach our 50th anniversary, TC Transcontinental is once again reinventing itself. We are excited to open a new chapter in our history, with a sharp focus on advancing the transformation of our Retail Services & Printing and Educational Publishing businesses. The new TC Transcontinental will be a strong Canadian company, with its head office in Montreal, fully committed to growing its presence in Canada —both organically and through acquisitions — and to creating long-term value for its shareholders,” she added.

“This agreement is in the best interests of the Corporation and of our shareholders, as well as the customers and employees of TC Transcontinental Packaging,” said Thomas Morin, President and Chief Executive Officer, TC Transcontinental. “Our packaging colleagues will be joining a flexible packaging industry leader with an entrepreneurial culture and a shared commitment to safety, customer service, sustainability, and innovation. I am grateful for the dedication and engagement of our teams in proudly building this business over the past 11 years. This transaction will allow us to concentrate our resources on our Retail Services & Printing and Educational Publishing activities.”

“This acquisition is a transformative milestone for ProAmpac and TC Transcontinental Packaging. Through TC Transcontinental Packaging, ProAmpac is broadening its end-market focus to include protein, dairy, and medical segments, and expanding its geographic presence. Together we are committed to delivering high-performing and increasingly sustainable packaging solutions to customers,” said Greg Tucker, Founder, Vice Chairman, and Chief Executive Officer of ProAmpac. “TC Transcontinental Packaging and ProAmpac share the same dedication to excellence, customer focus, and doing business the right way. We are thrilled to welcome the TC Transcontinental Packaging team into the ProAmpac family.”