Ahlstrom and Munksjö to combine

Ahlstrom and Munksjö to combine

Ahlstrom and Munksjö to combine, creating a global leader in sustainable and innovative fiber-based solutions.

The Boards of Directors of Ahlstrom Corporation and Munkjsö Oyj announced on November 7, 2016 the combination of the two companies through a merger. The combination will create a global leader in sustainable and innovative fiber-based solutions with preliminary combined annual net sales of approximately EUR 2.2 billion and adjusted EBITDA of EUR 249 million[1].

The combined company will have approximately 6,200 employees as well as production in 14 countries. The combination is expected to create significant value for the stakeholders in the combined company through stronger global growth opportunities and improved operational efficiency. The combined company’s growth ambitions will be supported by a strong balance sheet and strong cash flow generation.

Quick facts

  • Ahlstrom and Munksjö will merge through an absorption merger whereby Ahlstrom’s shareholders will receive Munksjö shares as merger consideration.
  • Ahlstrom’s shareholders will receive as merger consideration 0.9738 new shares in Munksjö for each share in Ahlstrom owned by them, corresponding to an ownership in the combined company following the completion of the combination of approximately 52.8% for current Munksjö shareholders and approximately 47.2% for current Ahlstrom shareholders.

    • Based on the one-month volume-weighted average share prices of both Munksjö and Ahlstrom, the corresponding ownership of Munksjö and Ahlstrom shareholders would have been approximately 52.1% / 47.9%, respectively
    • Based on the three-month volume-weighted average share prices of both Munksjö and Ahlstrom, the corresponding ownership of Munksjö and Ahlstrom shareholders would have been approximately 54.0% / 46.0%, respectively

  • The annual cost synergies are expected to be about EUR 35 million
  • The Extraordinary General Meetings (EGM) of both companies have approved the merger, which is expected to be completed at the beginning of the second quarter of 2017
  • The EGM of Ahlstrom also authorized the Board of Directors to distribute an extraordinary dividend of EUR 0.49 per share in lieu of an annual payout before the completion of the transaction
  • The completion of the combination is also subject to merger control approvals from relevant competition authorities.
  • The combination is expected to be completed in the beginning of the second of 2017. The completion of the combination is subject to merger control approvals from relevant competition authorities.

 Timetable

  • November 7, 2016: Announcement of the merger
  • December 2016: Publication of merger prospectus
  • January 11, 2017: EGM of Ahlstrom
  • January 11, 2017: EGM of Munksjö
  • In the beginning of the second quarter of 2017: Expected completion of the combination
  • On or about first trading date following the completion: Expected first trading day of the new shares in Munksjö issued to Ahlstrom’s shareholders.

[1] Based on September 2016 LTM financials. Excluding merger effects and Ahlstrom’s divestment of the Osnabrück plant.

Updated: March 2017

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