The acquisition of Ahlstrom Oyj in 2021 and subsequent redemption procedure
On September 24, 2020, Ahlstrom Holding 3 Oy (previously named first Spa Holdings 3 Oy until August 2021 and, subsequently, Ahlstrom-Munksjö Holding 3 Oy until January 2023), 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 Oyj (previously named Ahlstrom-Munksjö Oyj until January 2023). Ahlstrom Holding 3 Oy received an ownership of more than 90% on February 4, 2021 and started a compulsory redemption procedure 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 Oyj’s shares was May 31, 2021. On June 23, 2021 it was announced that Ahlstrom Holding 3 Oy had posted security approved by the arbitral tribunal appointed by the Redemption Board of the Finland Chamber of Commerce in connection with the redemption proceedings concerning the minority shares in Ahlstrom Oyj, and thus gained title to all the shares in Ahlstrom Oyj in accordance with Chapter 18, Section 6 of the Finnish Companies Act. The shares in Ahlstrom Oyj were delisted as of June 23 from the official list of Nasdaq Helsinki.
On February 25, 2022, the arbitral tribunal appointed by the Redemption Board of the Finland Chamber of Commerce rendered its decision according to which the redemption price payable by Ahlstrom Holding 3 Oy for the 10,755,918 Ahlstrom Oyj’s minority shares that are subject to mandatory redemption shall be EUR 21.55 per share.
On April 29, 2022, Ahlstrom Holding 3 Oy filed an appeal with the District Court of Helsinki, requesting the District Court to confirm the redemption price of the minority shares in Ahlstrom Oyj to be EUR 17.84 per share, corresponding with the price offered in the public tender offer. Amongst others, the trustee who represents the minority shareholders, also filed their appeal with the District Court.
On August 31, 2023, the District Court of Helsinki rendered its decision. The District Court ruled that the redemption price payable by Ahlstrom Holding 3 Oy for the 10,755,918 Ahlstrom Oyj’s minority shares that are subject to mandatory redemption shall be EUR 17.84 per share.
On October 30, 2023, the time to seek leave to appeal from the Supreme Court of Finland expired. Amongst others, the trustee who represents all minority shareholders has sought leave to appeal from the Supreme Court within the appeal period. As the trustee has sought leave to appeal, a decision regarding the redemption price will not become final and non-appealable for any of the minority shareholders until the Supreme Court either denies the leave to appeal or renders a final decision in the matter. According to the Companies Act, the redemption price falls due after a month has passed from the decision on redemption becoming non-appealable. The average time for the Supreme Court to process leaves to appeal is four to six months, but processing times vary. If the Supreme Court grants leave to appeal, it is estimated that the appeal proceedings could last until the end of 2024 or first half of 2025.
The unpaid redemption price is subject to interest in accordance with Chapter 18, Section 7 of the Finnish Companies Act. The reference rate referred to therein (at 4.0% as of 1 July, 2023) is subject to biannual adjustments, with the next adjustment due on 1 January, 2024. However, the redemption price may be paid up to the undisputed price of EUR 17.84 per share already during the course of the appeal proceedings.
For more detailed information, please read the announcement release.
CONTACT DETAILS
Ahlstrom
Johan Lindh
Vice President, Investor Relations
+358 10 888 4994
johan.lindh@ahlstrom.com
Ahlström Capital
Camilla Sågbom
Director, Corporate Communications and Responsibility
+358 10 888 4172
camilla.sagbom@ahlstromcapital.com
Trustee representative of Ahlstrom-Munksjö's minority shareholders during the redemption process
Antti Kuusimäki
Attorney at law
+358 40 506 8757
ak@anttikuusimaki.fi