Acquisition of Ahlstrom-Munksjö

On September 24, 2020, Spa Holdings 3 Oy, a consortium consisting of Ahlström Capital, funds managed or advised by Bain Capital as well as Viknum and Belgrano Inversiones, made a public recommended cash tender offer for all shares in Ahlstrom-Munksjö Oyj. Spa Holdings 3 Oy received an ownership of more than 90% on February 4, 2021 and started a compulsory redemption proceedings and applied for the delisting of the shares from Nasdaq Helsinki and Nasdaq Stockholm.

On April 16, Nasdaq Stockholm approved the delisting application and resolved that the last day of trading in Ahlstrom-Munksjö’s shares was May 31, 2021.

On June 23, 2021, Spa Holdings 3 had gained title to all the shares in Ahlstrom-Munksjö in accordance with the Finnish Companies Act and that shares in Ahlstrom-Munksjö were delisted as of that day from the official list of Nasdaq Helsinki. The redemption price will be paid once the ongoing redemption proceedings have been concluded later this year or during the first half of 2022.

This page contains a summary with latest updates and published material related to the process. For more detailed information, please read the announcement release

The tender offer document is available here.

Notification related to the redemption procedure on the appointment of Trustee.

FINAL RESULT OF THE SUBSEQUENT OFFER PERIOD

According to the final result of the subsequent offer period, the shares validly tendered and accepted during the subsequent offer period represent approximately 9.59% of all the shares and voting rights carried by the shares in Ahlstrom-Munksjö. The shares validly tendered and accepted during the subsequent offer period, together with the shares validly tendered and accepted during the initial offer period (as extended) and otherwise acquired by the offeror through market purchases until February 8, 2021, represent approximately 90.6% of all the Shares and voting rights carried by the Shares in Ahlstrom-Munksjö.

As communicated earlier, the offeror’s intention is to apply for the shares in Ahlstrom-Munksjö to be delisted from Nasdaq Helsinki Ltd and from Nasdaq Stockholm AB, respectively, as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki and Nasdaq Stockholm. Provided that the final result of the tender offer confirm that the offeror's holdings in Ahlstrom-Munksjö exceeds 90% of all the shares and voting rights carried by the shares in Ahlstrom-Munksjö after the settlement of the shares tendered in the tender offer, the offeror will initiate compulsory redemption proceedings to acquire the remaining shares in accordance with the Finnish Companies Act.

FINAL RESULT

According to the final result (published on January 20, 2021) of the tender offer, the shares validly tendered and accepted in the tender offer, together with the shares acquired by the offeror through market purchases, represented approximately 81.0% of all the shares and voting rights carried by the shares in Ahlstrom-Munksjö. 

As the minimum acceptance condition has been waived and all other conditions to completion have been fulfilled, the offeror has completed the tender offer in accordance with its terms and conditions. 

SUMMARY OF THE TENDER OFFER (initially announced on Sept. 24, 2020)

  • The offer price is EUR 18.10 in cash for each share. The offer price represents a premium of approximately:
    • 24% compared to EUR 14.56, the closing price on September 23, 2020, the last trading day immediately preceding the announcement of the tender offer
    • 37% compared to EUR 13.20, the closing price on July 31, 2020, the last trading day prior to the consortium submitting its non-binding proposal to Ahlstrom-Munksjö
    • 30% compared to EUR 13.96, the three-month volume-weighted average trading price preceding the announcement of the tender offer 
    • 41% compared to EUR 12.87, the twelve-month volume-weighted average trading price preceding the announcement of the tender offer
  • The offer price implies an enterprise value multiple of approximately 10.0 times Ahlstrom-Munksjö’s Comparable EBITDA for the 12 months ended June 30, 2020, which is attractive when compared to similar M&A transactions in the fiber-based engineered materials sector, and the historical trading multiple of Ahlstrom-Munksjö over the cycle
  • The tender offer values Ahlstrom-Munksjö’s total equity at approximately EUR 2.1 billion
  • The Board of Directors of Ahlstrom-Munksjö, repseneted by a quarum of non-conflicted members, has unanimously decided to recommend that the shareholders of Ahlstrom-Munksjö accept the tender offer
The original offer price of EUR 18.10 per share has been adjusted twice on a euro-for-euro basis as a result of two instalments of EUR 0.13 dividend per share paid on October 9, 2020 and January 11, 2021. Following the adjustments of the offer price, the price offered for each share in the tender offer is currently EUR 17.84, subject to any further adjustments.
 
BACKGROUND AND STRATEGIC RATIONALE 
  • The consortium believes that under private ownership Ahlstrom-Munksjö will be best placed to fulfil its potential from its diversified product portfolio, substantial technical know-how as well as its leading positions in attractive niches. However, the consortium recognises that the sector is becoming increasingly competitive.
  • The consortium intends to invest significant time, resources and capital to support the company’s strategy for long-term profitable growth, to maintain and further strengthen the company’s existing market positions in its core areas, as well as to invest in new business opportunities. Under private ownership, the company would be ideally positioned to invest further and faster in initiatives to support organic growth as well as benefiting from additional expansionary capital expenditures and acquisitions to strengthen selected areas of the portfolio.
  • The consortium believes that Ahlstrom-Munksjö, in a private setting, will more effectively manage all above mentioned initiatives as well as current market challenges as management can devote its full attention to business performance without the constraints imposed by its current balance sheet and the public market.
  • The consortium is well-positioned to support the transformation of the company due to Bain Capital’s considerable experience in the industry and distinctive approach to investments, working alongside management in the pursuit of long-term strategic goals, with the benefit of continuity from the families’ prominent participation in the consortium. Together this unique group of investors is best equipped with the appropriate long-term investment horizon, expertise and capital required to realise Ahlstrom-Munksjö’s potential.  

LINKS 

Final result of the subsequent offer period on February 9, 2021
Preliminary result of the subsequent offer period on February 5, 2021
Extraordinary General Meeting
Final result on January 20, 2021
Change in the holding of Ahlström Capital Oy January 18, 2021
Change in the holding of Ahlstrom Invest B.V. January 18, 2021
Spa Holdings 3 Oy will waive the minimum acceptance condition subject to an acceptance level of at least 75 per cent in the tender offer for the shares in Ahlstrom-Munksjö Oyj January 18, 2021
Preliminary results on January 15, 2021
Dividend release on December 17, 2020
Extension of the offer period and update on irrevocable undertakings on December 8, 2020  
Announcement release on September 24, 2020 
Webcast briefing on September 24, 2020
Presentation on September 24, 2020
Dividend release on September 30, 2020
Board statement and fairness opinion on October 16, 2020  
Stock Exchange Release on October 21, 2020

CONTACT DETAILS 

Ahlstrom-Munksjö 

Johan Lindh 
Vice President, Group Communications and Investor Relations 
Tel. +358 10 888 4994 
johan.lindh@ahlstrom-munksjo.com  

Juho Erkheikki  
Investor Relations Manager 
Tel. +358 (0)50 413 4583 
juho.erkheikki@ahlstrom-munksjo.com  

Ahlström Capital 

Camilla Sågbom
Director, Corporate Communications and Responsibility
+358 10 888 4172
camilla.sagbom@ahlstromcapital.com   

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