Tender offer for Ahlstrom-Munksjö shares

On September 24, 2020, 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. At the completion of the tender offer, Bain Capital is expected to indirectly own 55%, Ahlström Capital approximately 36% and Viknum approximately 9% of the shares in Ahlstrom-Munksjö.

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.
 
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
  • Certain major shareholders of Ahlstrom-Munksjö, i.e. Ahlström Capital, Viknum, Belgrano Inversiones, Varma Mutual Pension Insurance Company, and Ilmarinen Mutual Pension Insurance Company, together representing over 35% of all the shares and votes in Ahlstrom-Munksjö, have irrevocably undertaken to accept the tender offer. Varma’s and Ilmarinen's undertakings are subject to certain customary conditions.

On September 30, 2020, the Board of Directors of Ahlstrom-Munksjö resolved on a dividend in the amount of EUR 0.13 per each outstanding share. In accordance with the announcement of the tender offer, the offer price per share will be reduced on a euro-for-euro basis as a result. Following the adjustment of the offer price, the price offered for each share in the tender offer is currently EUR 17.97, 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.  

IMPORTANT DATES 

  • The offer period under the tender offer started on October 22, 2020, and expires on December 30, 2020 at 16:00 (Finnish time), unless the offeror extends the offer period in order to satisfy the conditions to completion of the tender offer, including, among others, receipt of the relevant regulatory approvals. The tender offer is currently expected to be completed early in the second quarter of 2021.
  • The completion of the tender offer is subject to, among others, approvals by related authorities and the offeror having gained control of more than 90% of the shares and votes in Ahlstrom-Munksjö on a fully diluted basis 

LINKS 

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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