NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES (AS DEFINED BELOW), THE TENDER OFFER (AS DEFINED BELOW) OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
AHLSTROM-MUNKSJÖ OYJ STOCK EXCHANGE RELEASE, MAY 22, 2017 at 10:45 CEST
Ahlstrom-Munksjö Oyj (the “Company”) is considering the issuance of new euro-denominated fixed rate notes with an expected maturity of five years (the “New Notes”). The potential issue is expected to take place in the near future subject to market conditions. The target size of the issue is approximately EUR 200 million.
At the same time, the Company announces that it invites the holders of its EUR 100 million 4.125 per cent. notes due 15 September 2019 (ISIN: FI4000108501) (the “2019 Notes”) to tender the 2019 Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated May 22, 2017 (the “Tender Offer”). Further, the Company intends to exercise its voluntary total redemption right under the terms and conditions of the 2019 Notes, to redeem any outstanding 2019 Notes not repurchased as part of the Tender Offer on or about September 15, 2017.
Pursuant to the Tender Offer, the Company proposes to accept for purchase any and all of the 2019 Notes, although the Company reserves the right, in its sole discretion, to decide on acceptance of the 2019 Notes for purchase, including not to accept any 2019 Notes for purchase.
Whether the Company will accept for purchase any 2019 Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes and the signing by the Joint Lead Managers and the Company of an issuance agreement. The purchase price of the 2019 Notes is EUR 1,032.00 per EUR 1,000.00 in principal amount of the 2019 Notes. Accrued and unpaid interest will be paid in respect of all 2019 Notes validly tendered and delivered and accepted for purchase.
The Offer Period closes at 4:00 p.m. Finnish time (EET) on June 2, 2017. The indicative Tender Offer results will be announced following the closing of the Offer Period, on or about June 5, 2017. The Tender Offer results will be announced on or about June 5, 2017. The settlement date of the Tender Offer is subject to the completion of the issue of the New Notes, expected to be on or about June 9, 2017 and no later than June 14, 2017.
The purpose of the arrangement is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile of the Company.
Nordea Bank AB (publ) and Skandinaviska Enskilda Banken AB (publ) act as Dealer Managers, and Nordea Bank AB (publ), Finnish Branch acts as Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Managers.
Nordea Bank AB (publ) and Skandinaviska Enskilda Banken AB (publ) act as Joint Lead Managers and Danske Bank AB (publ) acts as Co-Lead Manager for the issue of the New Notes.
Nordea Bank AB (publ), +45 6161 2996, firstname.lastname@example.orgemail@example.com
Skandinaviska Enskilda Banken AB (publ), +46 8 506 230 09, SEBLiabilityManagement@seb.se
Nordea Bank AB (publ), Finnish Branch
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
For further information, please contact:
Juho Erkheikki, Investor & Media Relations Manager, tel. +358 50 413 45 83, firstname.lastname@example.org
Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to customers worldwide. Our offerings include decor paper, filter media, release liners, abrasive backings, nonwovens, electrotechnical paper, glass fiber materials, food packaging and labeling, tape, medical fiber materials and solutions for diagnostics. Combined annual net sales are about EUR 2.15 billion and we employ 6,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. The company was formed on April 1, 2017 through the merger of Ahlstrom Corporation and Munksjö Oyj. Read more at www.ahlstrom-munksjo.com.