Spa Holdings 3 Oy extends the offer period for the tender offer and provides an update on irrevocable undertakings

AHLSTROM-MUNKSJÖ OYJ STOCK EXCHANGE RELEASE December 8, 2020 at 08:45 a.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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.

SUMMARY

• Tender offer period extended to January 14, 2021
• Tender offer completion expected in the first quarter of 2021
• Sufficient irrevocable undertakings received to meet the ownership condition for the internal reorganization of certain Ahlström family holdings
• Irrevocable undertakings received to date represent approximately 73.5 per cent of the Ahlstrom-Munksjö shares that are subject to the tender offer.

Lasse Heinonen, President and CEO of Ahlström Capital Oy:

“We are very pleased that Ahlström family members have provided strong support and that the irrevocable undertakings received by the offeror represent altogether approximately 73.5 per cent of the Ahlstrom-Munksjö shares that are subject to the tender offer. In particular, the irrevocable undertakings from the pension insurance companies Ilmarinen, Varma and Elo signal a clear view of key shareholders seeing the tender offer as the best option for all Ahlstrom-Munksjö shareholders.”

Ivano Sessa, Managing Director and Co-Head of European Industrials, Bain Capital:

“We are pleased that the tender offer is progressing well and we are now working towards completion during the first quarter of 2021. Whilst the consortium has secured financing commitments which give us the flexibility to close the tender offer at levels lower than 90 per cent should we choose to do so, we are also very pleased with the level of shareholder support received so far, and will continue to work towards the aim of securing all the necessary conditions to complete the tender offer within this new timetable.”

EXTENSION OF THE OFFER PERIOD

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 its original expiry date was December 30, 2020, 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”, an indirect wholly-owned subsidiary of Ahlström Capital Oy), Viknum AB (“Viknum”) and Belgrano Inversiones Oy (“Belgrano Inversiones”) form a consortium (the “Consortium”) for the purposes of the Tender Offer.

As set out in the terms and conditions of the Tender Offer, one of the conditions to completion concerns the receipt of relevant approvals by competition authorities and other regulatory authorities. The Offeror has already received the majority of the required regulatory approvals for the completion of the Tender Offer. However, as certain merger review processes, including the European Commission’s review, remain pending and are not expected to be completed within the original offer period, the Offeror has decided to extend the offer period for the Tender Offer to expire on January 14, 2021, at 4:00 p.m. (Finnish time), unless the offer period is extended further or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer.

Subject to the pending regulatory approvals, the Tender Offer is currently expected to be completed in the first quarter of 2021.

Shareholders who have already tendered their Shares in Ahlstrom-Munksjö in the Tender Offer do not have to re-tender their Shares or take any other action as a result of the extension of the offer period.

UPDATE ON IRREVOCABLE UNDERTAKINGS

Ahlstrom Capital has informed the Offeror that it has received irrevocable undertakings in relation to the internal reorganization and share exchange involving certain Ahlström family members which, together with Ahlstrom Capital’s current holding, represent approximately 54.9 per cent of all the shares and votes in Ahlstrom-Munksjö. The condition for the completion of the share exchange, inter alia, that Ahlstrom Capital would as a result thereof hold more than 50 per cent of the shares and votes in Ahlstrom-Munksjö would therefore be satisfied based on the undertakings received.

In addition, Elo Mutual Pension Insurance Company, representing approximately 1.22 per cent of all the shares and votes in Ahlstrom-Munksjö, has provided to the Offeror an irrevocable undertaking to accept the Tender Offer subject to certain customary conditions. As previously announced, Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company have also provided irrevocable undertakings, together representing approximately 4.16 per cent of all the shares and votes in Ahlstrom-Munksjö.

As at December 8, 2020, the Offeror has obtained irrevocable undertakings to accept the Tender Offer (including with respect to the Shares that Ahlstrom Capital would receive upon the possible completion of the share exchange) representing altogether approximately 73.5 per cent of the Shares in Ahlstrom-Munksjö that are subject to the Tender Offer (i.e., excluding the 664,862 treasury shares held by Ahlstrom-Munksjö).

The possible completion of the internal reorganization and share exchange involving certain Ahlström family members is expected to take place shortly before the expiration of the offer period for the Tender Offer. Ahlstrom Capital has irrevocably undertaken to accept the Tender Offer with respect to its current ownership and the Shares that it will receive upon the possible completion of the share exchange. Consequently, Ahlstrom Capital will not be subject to an obligation to launch a mandatory public tender offer as set out in Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) pursuant to Chapter 11, Section 21 of the Finnish Securities Markets Act due to the possible completion of the share exchange.

The Offeror will supplement the tender offer document to reflect the information contained in this stock exchange release (as applicable) and will publish such supplement document once it has been approved by the Finnish Financial Supervisory Authority.

Investor and Media enquiries:

Ahlstrom-Munksjö Oyj

Johan Lindh, Vice President, Group Communications and Investor Relations, +358 10 888 4994, johan.lindh@ahlstrom-munksjo.com
Juho Erkheikki, Investor Relations Manager, +358 10 888 4731, juho.erkheikki@ahlstrom-munksjo.com  

Ahlström Capital Oy

Camilla Sågbom, Director, Corporate Communications and Responsibility, +358 10 888 4172, camilla.sagbom@ahlstromcapital.com

Bain Capital

Ed Gascoigne-Pees, +44 (0)7884 001 949, ed.gascoigne-pees@camarco.co.uk
Candice Adam, +44 (0)7771 906 073, candice.adam@camarco.co.uk

Viknum AB

Mattias Arnelund, CEO, mattias.arnelund@nidoco.se

Belgrano Inversiones Oy

Alexander Ehrnrooth, Chairman of the Board, alexander.ehrnrooth@virala.fi

ABOUT THE CONSORTIUM

Ahlstrom Capital is currently the indirect wholly-owned subsidiary of Ahlström Capital Oy. 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.

ABOUT AHLSTROM-MUNKSJÖ

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 Ltd and Nasdaq Stockholm AB. 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.

IMPORTANT INFORMATION

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 THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT AND SUPPLEMENT DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS 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 IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND SUPPLEMENT DOCUMENT WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING 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 CANNOT 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 WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI LTD AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

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 will be made for the issued and outstanding shares of Ahlstrom-Munksjö, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is 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 is 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 is 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.

Disclaimer

PJT Partners (UK) Limited which is authorised 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, authorised 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.

Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to its customers. Our mission is to expand the role of fiber-based solutions for sustainable everyday life. Our offering include filter materials, release liners, food and beverage processing materials, decor papers, abrasive and tape backings, electrotechnical paper, glass fiber materials, medical fiber materials and solutions for diagnostics as well as a range of specialty papers for industrial and consumer end-uses. Our annual net sales is about EUR 3 billion and we employ some 8,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm. Read more at www.ahlstrom-munksjo.com