On April 20, 2016, the German Federal Cartel Office granted clearance of the
proposed merger of Checkpoint Systems, Inc. (“Checkpoint” or the “Company”) and CCL Industries Inc., a corporation organized under the laws of Canada (“CCL”), pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of March 1, 2016, by and among CCL, CCL Industries USA Corp., a Pennsylvania corporation and wholly owned indirect subsidiary of CCL, and the Company (the “Merger Agreement”). As a result of this clearance, along
with the notice of early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, that Checkpoint received from the United States Federal Trade Commission on April 1, 2016, the
condition to the merger relating to required antitrust approvals has been satisfied.
The transaction remains subject to other customary closing
conditions set forth in the Merger Agreement, including approval by Checkpoint’s shareholders. Assuming approval or waiver of all remaining closing conditions, the transaction is expected to close in the second quarter of 2016.
Additional Information
A special shareholder
meeting will be held on May 11, 2016, in order to obtain shareholder approval in connection with the proposed merger between the Company and CCL. On April 8, 2016, the Company filed with the Securities and Exchange Commission (the
“SEC”) a definitive proxy statement on Schedule 14A in connection with the proposed merger. Investors of the Company are urged to read the definitive proxy statement and other relevant materials filed by the Company with the SEC carefully
and in their entirety because they contain important information about the Company, CCL and the proposed merger. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Checkpoint with the SEC at
the SEC’s website at www.sec.gov, at Checkpoint’s website at http://us.checkpointsystems.com or by sending a written request to the Company at 101 Wolf Drive, PO Box 188, Thorofare, New Jersey, Attention: General Counsel.
Participants in the Solicitation
The Company and
its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed merger. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the solicitation of the Company’s shareholders in connection with the proposed merger is set forth in the Company’s definitive proxy statement for its special shareholder
meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed merger is set forth in the definitive proxy statement.
Forward-Looking Statements
Certain statements
contained in this filing may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements
regarding the merger and the ability to consummate the merger. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions
that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results
could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) the Company may be unable to obtain shareholder approval as required for the merger;
(2) conditions to the closing of the merger may not be satisfied; (3) the merger may involve unexpected costs, liabilities or delays; (4) the business of the Company may
suffer as a result of uncertainty surrounding the merger; (5) the outcome of any legal proceedings related to the merger; (6) the Company may be adversely affected by other economic,
business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) the ability to recognize benefits of the merger; (9) risks that
the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; and (10) other risks to consummation of the merger, including the risk that the merger will not be consummated
within the expected time period or at all. If the merger is consummated, the Company shareholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. Additional factors that
may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 27, 2015, which is available on the SEC’s website at www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.