Supreme Court’s decision in the redemption proceedings concerning the minority shares in Ahlstrom Oyj

AHLSTROM OYJ, PRESS RELEASE, OCTOBER 24, 2025 at 9:10 EEST 

The Supreme Court set the redemption price to EUR 21.00 per share

On September 24, 2020, Ahlstrom Holding 3 Oy made a public recommended cash tender offer for all shares in Ahlstrom Oyj (previously named Ahlstrom-Munksjö Oyj). Ahlstrom Holding 3 Oy received an ownership of more than 90% on February 4, 2021 and started a compulsory redemption procedure. 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.

The District Court of Helsinki rendered its decision on August 31, 2023. 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. Amongst others, the trustee who represents all minority shareholders sought leave to appeal from the Supreme Court. On April 15, 2024, the Supreme Court announced that it has granted a leave to appeal for the minority shareholders.

Today, the Supreme Court of Finland rendered its precedent ruling regarding the redemption price for Ahlstrom Oyj’s minority shares. The Supreme 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 21.00 per share.

The Supreme Court’s decision is final and non-appealable. The redemption price added with interest in accordance with Chapter 18, Section 7 of the Finnish Companies Act falls due on November 24, 2025. Payment will be made to each minority shareholder who held Ahlstrom Oyj’s shares when the shares were transferred to Ahlstrom Holding 3 Oy.

EUR 242.2 million is held by Ahlstrom Holding 3 Oy in a separate escrow account which will be used to cover the minority squeeze-out liability. The escrow account holdings are not included in the reported cash and cash equivalents of Ahlstrom Holding 3 Oy.

The Supreme Court precedent may cause unpredictability

“The Supreme Court's precedent to set the redemption price above EUR 17.84 per share represents a departure from the principle that market prices should guide the valuation of minority shares. The ruling may raise concerns about Finland's standing as a jurisdiction with predictable redemption prices based on observable market transactions. This unpredictability may deter international capital from pursuing corporate transactions in Finland, as acquirers face uncertainty regarding the total cost of completing squeeze-out procedures. The Supreme Court's precedent thus represents a concerning development for Finland's equity markets, potentially undermining the legal foundations that enable efficient public tender offers by introducing judicial discretion that can override prices established through transparent market processes”, says Jyrki Vainionpää, CEO of A. Ahlström Corporation.

For more information, please contact: Johan Lindh, Vice President, Investor Relations, +358 10 888 4994, johan.lindh@ahlstrom.com

Ahlstrom in brief 
Ahlstrom is a global leader in combining fibers into sustainable specialty materials. Our purpose is to Purify and Protect, with Every Fiber, for a Sustainable World. We aim to be the Preferred Sustainable Specialty Materials Company for all our stakeholders. Our Filtration and Life Sciences, Food and Consumer Packaging, and Protective Materials segments, along with the Performance Materials Cluster, address global trends with safe and sustainable solutions. Our net sales in 2024 amounted to EUR 3.0 billion and we employ some 7,000 people. Read more at www.ahlstrom.com.