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Ahlstrom and Munksjö to merge

Published by
Simon Matthis - 07 Nov 2016

The Boards of Directors of Munksjö Oyj and Ahlstrom Corporation announce 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 millioni. 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.

Annual cost synergies are estimated to be approximately EUR 35 million. The cost synergies are expected to be gradually realised over two years following completion of the combination with a more pronounced impact expected from the fourth quarter of 2017.

The combination will be implemented as a statutory absorption merger whereby Ahlstrom will be merged into Munksjö.

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 Munksjö shareholders and approximately 47.2% for 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%, respectivelyii

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%, respectivelyiii

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.

The completion of the combination is subject to, inter alia, approval by the Extraordinary General Meetings (each, an "EGM") of Munksjö and Ahlstrom, which are currently expected to be held on 11 January 2017, as well as merger control approvals from relevant competition authorities.

The combined entity has obtained underwritten financing for the merger from Nordea and SEB.

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 attend the companies' respective EGMs and to vote in favour of the combination.

The combination is expected to be completed in the beginning of the second quarter of 2017.

Financial targets for the combined company are expected to include an EBITDA margin above 14% over a business cycle, net gearing below 100%, as well as a stable and annually increasing dividend.

Peter Seligson, Chairman of the Board of Munksjö, commented:

"After the very successful integration of our acquired businesses during the past years and strong operating performance, the combination with Ahlstrom is a natural first step in the execution of our growth strategy, combining two leading businesses into one strong engine for performance and growth. The combined company will be positioned for strong long term-financial returns partly through the significant communicated cost synergies but mainly through enhanced future competitiveness and growth opportunities."

Hans Sohlström, Chairman of the Board of Ahlstrom, continued:

"During the past two years the Ahlstrom management has executed a very focused and successful business turn-around by shedding costs and by focusing on commercial excellence with new products and value adding solutions for our customers. The financial results speak for themselves. The combination now enables us to directly jump into a growth mode with a much stronger balance sheet and greater earnings potential which will benefit our shareholders and our customers as well as other stakeholders. We will together be able to leverage several strategic advantages and we will focus on shareholder returns through increased profits as well as profitable global growth initiatives in the area of sustainable and innovative fiber-based solutions."

Jan Åström, President and CEO of Munksjö, commented:

"Munksjö and Ahlstrom are two solid and profitable companies with strong cash flows that already today have attractive positions within their respective businesses. Together we will form an even stronger growth platform supported by the cost synergies identified but also by the added top line opportunities. The offerings and market presences are complementary, enabling us to offer our customers a broader range of solutions with a truly global reach. Our collective quality leadership, know-how and innovation capacity will add further value to all customers. About 90 per cent of the combined company's products are made from renewable fibers, which will be increasingly important for our sustainability ambitions and footprint going forward."

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