Ahlstrom Corporation STOCK EXCHANGE RELEASE January 10, 2014 at 10.30 EET
Ahlstrom Corporation and Suominen Corporation have agreed on the sale of the shares of Ahlstrom Fabricação de Não-Tecidos Ltda to Suominen. The company operates the Brazilian plant of Ahlstrom's former Home and Personal business area.
Ahlstrom sold its wipes business, the Home and Personal business area, to Suominen in 2011, but the transfer of the Paulínia plant in Brazil was prolonged due to delays in certain required official permissions and subsequent renegotiations between Suominen and Ahlstrom. The enterprise value of the transaction is agreed at EUR 17.5 million. Suominen will finance the acquisition through a convertible hybrid bond issue with a nominal value of EUR 17.5 million.
Ahlstrom's Home and Personal business area, excluding the Brazilian part of the operation, was transferred to Suominen on October 31, 2011. The plant sold today is located in Paulínia, Brazil, approximately 120 kilometers northwest of São Paulo. The plant was built in 2008 and employs approximately 40 people. All employees will be transferred to Suominen at the closing of the transaction, which is expected to take place in February 2014.
"We are very pleased that the transfer of Ahlstrom Paulínia and consequently the divestment of our wipes business to Suominen will now be completed. In accordance with our new strategy, Ahlstrom focuses on high performance fiber-based products that aim for a clean and healthy environment," said Jan Lång, President & CEO, Ahlstrom.
"Finalizing the acquisition of the Paulínia plant marks an important milestone for Suominen. The deal provides us a foothold in the South American markets where we see very exciting growth opportunities," said Nina Kopola, President & CEO, Suominen.
The transaction requires that the Extraordinary Shareholders' Meeting of Suominen will authorize its Board to issue a convertible hybrid bond.
Ahlstrom to underwrite the convertible hybrid bond issue
Ahlstrom will sell Ahlstrom Paulínia to Suominen in exchange for cash, and has agreed to underwrite any convertible hybrid capital notes not sold to the market at nominal value.
Ahlström Capital Group has committed to purchase any notes received by Ahlstrom, at the same nominal value, any time as requested by Ahlstrom within 9.5 months of the closing of the Ahlstrom Paulínia transaction. As compensation Ahlstrom will grant Ahlström Capital an option to acquire Ahlstrom's current 26.9% shareholding in Suominen at a price of EUR 0.50 per share within 10 months of the closing of the transaction. Ahlstrom will, however, retain the right to sell all or part of its shares in Suominen to other parties until Ahlström Capital exercises the option.
"We are pleased to participate in the completion of the Paulínia factory transaction. We consider it as an interesting opportunity that through commitments made now in the financing arrangement, Ahlström Capital has the possibility to become one of the major shareholders of Suominen," says Panu Routila, President & CEO of Ahlström Capital.
More details related to the planned convertible hybrid bond will be published in conjunction with the shareholders' meeting notice issued by Suominen today on January 10, 2014.
Suominen will hold a press conference in Helsinki today at 12.30 p.m. Finnish time (+1 CET), address Itämerentori 2, 2 floor (meeting room Lyra). In addition, representatives of both Ahlstrom Corporation and Ahlström Capital Group will attend the conference.
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Ahlstrom in brief
Ahlstrom is a high performance fiber-based materials company, partnering with leading businesses around the world to help them stay ahead. Our products are used in a large variety of everyday applications, such as filters, medical gowns and drapes, diagnostics, wallcoverings, flooring and food packaging. We have a leading market position in the businesses in which we operate. In 2012, Ahlstrom's net sales from the continuing operations (excluding Label and Processing business) amounted to EUR 1 billion. Our 3,800 employees serve customers in 24 countries. Ahlstrom's share is quoted on the NASDAQ OMX Helsinki. More information available at www.ahlstrom.com.