Suominen Corporation has on 4 August 2011 signed an agreement with Ahlstrom Corporation to buy its Home and Personal wipes fabrics business area. By the acquisition Suominen will grow significantly and will become a global market leader within nonwoven roll goods for wipes.
The acquired business develops and manufactures nonwoven roll goods for wipes for households and industry. The business has manufacturing plants in Spain, Italy, Brazil and the U.S. The completion of the transaction is subject to approval by competition authorities. Estimated closing of the transaction is by the end of October 2011.
The value of the transaction is approximately EUR 170 million. The transaction will be financed by share issue and debt. Debt capital arrangements have been agreed upon with financing institutions. Shareholders that represent a minimum of 64 percent of the shares and votes have committed to advocate a minimum of EUR 85 million and maximum of EUR 120 million share issue in the Extraordinary General Meeting. The directed share issue will be carried out as a public issue with a subscription price of EUR 0.45 per share. The subscription price is based on the volume weighted average share price of trading between 17 June and 2 August 2011. Ahlstrom has committed to subscribe for shares by totally EUR 30 million and subject to completion of the share issue Ahlstrom Corporation will become the largest shareholder of Suominen.
The largest current shareholders including Ilmarinen Mutual Pension Insurance Company and Tapiola Mutual Pension Insurance Company and new shareholders Ahlstrom Corporation, Mandatum Life Insurance Company Ltd, Varma Mutual Pension Insurance Company and Finnish Industry Investment Ltd have given their commitments to subscribe for new shares in the share issue. The commitments represent about EUR 80 million in total. In a potential oversubscription in the share issue shareholders precedent to the share issue will be favoured. The share issue is planned to be carried out in September-October 2011. The terms of the share issue will be proposed in the notice to the Extraordinary General Meeting.
Related to the transaction a new Board of Directors consisting of current and new board members for Suominen will be proposed to the Extraordinary General Meeting. As a new Chairman of the Board of Directors will be proposed h.c., M.Sc. (Tech) Jorma Eloranta (60) and as Vice Chairman the current Chairman of the Board Lic. (Tech.) Mikko Maijala (66), who have given their consents to the proposal. The Board of Directors of Suominen Corporation will propose to the same Extraordinary General Meeting the abolishment of the voting restriction and the redemption clause in the articles of association and to adopt a nomination board approved by the General Meeting. Shareholders representing at minimum 64 percent of the shares and votes have committed to vote for these decision proposals. The Extraordinary General Meeting is expected to be held in September 2011. The notice to the Extraordinary General Meeting will be published by a separate stock exchange release.
”The acquisition will create a Finnish listed company that is a global market leader in nonwoven roll goods for wiping, baby care, hygiene, household and industrial wiping. By expanding geographical coverage and by our strong market position we may respond to our customers’ needs by offering comprehensive sales and product development resources and a more extensive product and service range globally”, comments Petri Rolig, President and CEO of Suominen Corporation. ”Our target is the long-term development of the business, which is supported by complementing professional skills and by strengthening competencies in technology and R&D.”
The acquired business had net sales of EUR 291 million, operating profit of EUR 6.1 million and an EBITDA margin of 7.8 percent in 2010. About 480 persons will be transferred to Suominen by the transaction. As the head of the acquired business will continue the current head of the business area Jean-Marie Becker.
Ahlstrom will report the financial figures of the Home and Personal business area in the second quarter interim report of the current year. The Home and Personal business area will be classified as a non-current asset held for sale and reported separately as discontinued operations.
Subject to the transaction being completed by the end of October 2011, the net sales and profit figures for two months of the Home and Personal business and Suominen will be combined. The total balance sheet of Suominen is estimated to increase from about EUR 120 million to about EUR 330 million, of which the share of shareholders´ equity is estimated to be approximately one third. In the asset deal about EUR 40 million of goodwill will be transferred to Suominen, whereby the total goodwill in the balance sheet will be about EUR 60 million. An estimated EUR 2.5 million non-recurring costs from the asset deal will be booked in the income statement for the current year.
Subject to completing the asset deal by the end of October 2011, Suominen´s net sales in 2011 will increase significantly. Suominen has previously estimated in its interim report on 18 July 2011 that no major change from the previous year is anticipated in net sales for 2011. Taking into consideration the estimated result after taxes for two months of the Home and Personal business and the non-recurring costs arising from the asset deal, Suominen will not change its result estimate. Suominen has estimated in its interim report on 18 July 2011 that the result after taxes for all of 2011 will improve over 2010, but remain negative.Information event
Suominen will hold a joint press and analyst event together with Ahlstrom in Helsinki today on 4 August 2011 at 12.00 p.m. Finnish time at Savoy, Eteläesplanadi 14. The event will be held in Finnish. Presentation material is available at Suominen´s website, www.suominen.fi
Tampere, 4 August 2011
President and CEO
For additional information, please contact:
Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300Suominen in brief
Suominen produces high-quality flexible packaging, wet wipes and nonwovens for industry and the retail sector. The Group is one of Europe’s leading manufacturers in all its business areas, with operations in Finland, Poland, the Netherlands, and Russia. The Group had net sales of EUR 173 million in 2010 and it employs around 900 people. Suominen is listed on NASDAQ OMX Helsinki. www.suominen.fiAhlstrom in brief
Ahlstrom is a high performance materials company, partnering with leading businesses around the world to help them stay ahead. Ahlstrom’s products are used in a large variety of everyday applications, such as filters, wallcovers, wipes, flooring, labels and food packaging. Ahlstrom has a leading market position in the businesses in which they operate. Ahlstrom’s 5,700 employees serve customers in 26 countries on six continents. In 2010, Ahlstrom's net sales amounted to EUR 1.9 billion. The company's share is quoted on the NASDAQ OMX Helsinki. More information is available at www.ahlstrom.com.