On October 22, 2020, Spa Holdings 3 Oy (the “Offeror”) commenced a voluntary public cash tender offer to acquire all of the issued and outstanding shares in Ahlstrom-Munksjö Oyj (“Ahlstrom-Munksjö” or the “Company”) that are not held by Ahlstrom-Munksjö or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”). The offer period for the Tender Offer commenced on October 22, 2020, at 9:30 a.m. (Finnish time) and expired on January 14, 2021, at 4:00 p.m. (Finnish time). On January 21, 2021, at 9:30 a.m. (Finnish time), the Offeror commenced a subsequent offer period (the “Subsequent Offer Period”) in accordance with the terms and conditions of the Tender Offer, which expired on February 4, 2021, at 4:00 p.m. (Finnish time).
Spa (BC) Lux Holdco S.à r.l. (“Bain Luxco”) (a vehicle owned and controlled by funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or its affiliates (together “Bain Capital” and such funds being the “Bain Capital Funds”)), Ahlstrom Invest B.V. (“Ahlstrom Capital”), Viknum AB (“Viknum”) and Belgrano Inversiones Oy (“Belgrano Inversiones”) have formed a consortium (the “Consortium”) for the purposes of the Tender Offer.
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 per cent 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 per cent of all the Shares and voting rights carried by the Shares in Ahlstrom-Munksjö.
Lasse Heinonen, President and CEO of Ahlström Capital Oy:
“At Ahlström Capital, we are pleased that the thoroughly prepared plan for ensuring the future success of Ahlstrom-Munksjö reached the support of the vast majority of shareholders, both institutional and private. We are grateful that the strong support we had from the beginning grew stronger throughout the process. This confirms our firm belief that this arrangement is in the best interest of the company, its shareholders and other stakeholders. Now we can proceed with developing Ahlstrom-Munksjö to its full potential.”
Ivano Sessa, Managing Director and Co-Head of European Industrials, Bain Capital:
“We are delighted with this end result, and in our perspective the work is only now beginning. Together with the company management and our partners, we will start to execute the development plan, aiming to maximize the long-term value creation of Ahlstrom-Munksjö. Bain Capital is fully committed to dedicating all the required time, resources and capital to reach a great outcome.”
The Offeror’s intention is to apply for the shares in Ahlstrom-Munksjö to be delisted from Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) and from Nasdaq Stockholm AB (“Nasdaq Stockholm”), respectively, as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of Nasdaq Helsinki and Nasdaq Stockholm. As the Offeror’s holdings in Ahlstrom-Munksjö will exceed 90 per cent 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.
The offer price for the Shares validly tendered and accepted during the Subsequent Offer Period will be paid to the shareholders on or about February 10, 2021 with regard to Shares registered with Euroclear Finland Oy and on or about February 11, 2021 with regard to Shares registered with Euroclear Sweden AB in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment by tendering shareholders will depend on the schedule for payment transactions between financial institutions.
The Offeror, Bain Luxco, Ahlstrom Capital, Viknum and Belgrano Inversiones may each continue to acquire Shares on or after the date of this stock exchange release in public trading on Nasdaq Helsinki, Nasdaq Stockholm or otherwise.
ABOUT THE CONSORTIUM
Ahlström Capital Oy is a family-owned investment company that focuses its investment activity on industrial companies, real estate and forestry. In 2019, the annual revenue of Ahlström Capital Oy’s portfolio companies was approximately EUR 5 billion and the portfolio companies employed approximately 15,500 people in 29 countries. Ahlström Capital Oy and Ahlstrom-Munksjö share almost 170 years of common history.
Viknum is a wholly-owned subsidiary of Nidoco AB (“Nidoco”). Nidoco is a Swedish investment company whose strategy is to create long-term value through active ownership of public and private companies. Nidoco is currently a leading shareholder of three listed companies with head offices in the Nordic region and it has direct and indirect investments in more than 250 unlisted companies globally. In total, Nidoco’s subsidiaries and associate companies generate annual sales in excess of EUR 6.7 billion and have more than 15,000 employees. Nidoco is an independent part of the Virala Group, which is owned by Alexander and Albert Ehrnrooth.
Belgrano Inversiones is an investment company owned by Alexander Ehrnrooth.
Bain Luxco is owned and controlled by the Bain Capital Funds. Bain Capital is one of the most successful and active private equity firms in the world. Since its inception in 1984, it has made private equity investments in over 345 standalone businesses and currently manages approximately USD 100 billion of capital. Bain Capital has over 520 investment professionals worldwide spread throughout its global network in Europe, Asia and North America. Bain Capital has made numerous successful and value-enhancing investments and exits in the Nordic region over the past years, including Securitas Direct Verisure Group, Europe’s leading provider of professionally monitored home alarm systems and connected smart home services, Bravida, a leading Nordic supplier of electrical, heating and plumbing and HVAC services, EWOS, a leading supplier of feed and nutrition for the international aquaculture industry, and Nets, a leading Northern European provider of payments, information and digital identity solutions.
Ahlstrom-Munksjö is a public limited liability company incorporated under the laws of Finland with its shares admitted to trading on the official list of Nasdaq Helsinki and Nasdaq Stockholm. Ahlstrom-Munksjö is a global leader in innovative and sustainable fiber-based materials, supplying solutions to its customers worldwide. Ahlstrom-Munksjö’s products are used in a broad range of industrial applications and consumer-driven products and processes, such as everyday consumables, health care and life science, homebuilding and furniture as well as transportation and industrial end-use segments. Ahlstrom-Munksjö’s offering includes filter materials, release liners, food and beverage processing and packaging materials, decor papers, abrasive and tape backings, electrotechnical insulation paper, glass fiber materials, medical fabrics and solutions for diagnostics, and a range of other specialty papers and pulp for industrial and consumer end-uses. The solutions are designed and produced to meet and exceed specific customer demands concerning quality and functionality to ensure added value to customers. The products are developed in close cooperation with customers and other stakeholders in the value-chain, requiring experience and expertise within the production of specialty papers and fiber-based solutions. Ahlstrom-Munksjö aims to continuously improve its offering of products, applications, and solutions that address sustainable functionality and design. Ahlstrom-Munksjö serves more than 7,000 customers in over 100 countries.
Information for shareholders of Ahlstrom-Munksjö in the United States
Shareholders of Ahlstrom-Munksjö in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Ahlstrom-Munksjö is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer was made for the issued and outstanding shares of Ahlstrom-Munksjö, which is domiciled in Finland, and was subject to Finnish disclosure and procedural requirements. The Tender Offer was made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this stock exchange release has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer was made to Ahlstrom-Munksjö’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Ahlstrom-Munksjö to whom an offer was made. Any informational documents, including this stock exchange release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Ahlstrom-Munksjö’s other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Ahlstrom-Munksjö of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Ahlstrom-Munksjö, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Ahlstrom-Munksjö’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and Ahlstrom-Munksjö are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Ahlstrom-Munksjö shareholders may not be able to sue the Offeror or Ahlstrom-Munksjö or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Ahlstrom-Munksjö and their respective affiliates to subject themselves to a U.S. court’s judgment.
PJT Partners (UK) Limited which is authorized and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Offeror and no one else in connection with the matters described herein and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of PJT Partners (UK) Limited or for providing advice in connection with the matters described herein. Neither PJT Partners (UK) Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners (UK) Limited in connection with this stock exchange release, any statement contained herein or otherwise.
Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Offeror and no one else in connection with the Tender Offer and the matters set out in this stock exchange release, and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this stock exchange release.
Nordea Bank Abp is acting as financial adviser to the Offeror and arranger outside of the United States and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of Nordea Bank Abp, nor for providing advice in relation to the Tender Offer or the other matters referred to in this stock exchange release. For the avoidance of doubt, Nordea Bank Abp is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Tender Offer with investors located within the United States (whether on a reverse inquiry basis or otherwise). U.S. shareholders should contact their brokers with any questions relating to the Tender Offer.
UBS Europe SE, authorized and regulated by the German Federal Financial Supervisory Authority (BaFin) and the European Central Bank (ECB), is acting exclusively for the Company and no one else in connection with the Tender Offer or the matters referred to in this document, will not regard any other person (whether or not a recipient of this document) as its client in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT AND SHOULD HAVE ACCEPTED THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT AND SUPPLEMENT DOCUMENTS. OFFERS WERE NOT MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN WAS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR SUPPLEMENT DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER WAS NOT MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND SUPPLEMENT DOCUMENTS WERE NOT AND WERE NOT PERMITTED TO BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER WAS NOT MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER COULD NOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WAS AND WOULD BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS STOCK EXCHANGE RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.