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.

Fast facts about the merger

  • 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

  •  In connection to the merger Munksjö and Ahlstrom propose to distribute funds in the total amount of approximately EUR 23 million each, corresponding to EUR 0.45 per share in Munksjö and EUR 0.49 per share in Ahlstrom, to their respective shareholders before the combination is completed in lieu of the companies’ ordinary annual distribution.
  • A proposal will be made for the EGMs of Munksjö and Ahlstrom to be convened to approve the merger. The EGMs are currently expected to be held on 11 January 2017. The completion of the combination is also subject to merger control approvals from relevant competition authorities.
  • Shareholders holding in aggregate approximately 32.9% of the shares and votes in Ahlstrom and approximately 39.6% of the shares and votes in Munksjö, have irrevocably undertaken to vote in favour of the combination at the companies’ respective EGMs
  • The combination is expected to be completed in the beginning of the second of 2017.

 Preliminary 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.

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