The conditions of the agreement to complete Suominen Corporation’s acquisition of Ahlstrom Corporation’s Home and Personal wipes fabrics business area have been fulfilled and Suominen Corporation and Ahlstrom Corporation have agreed on carrying into effect the transaction on 20 October 2011. The Home and Personal wipes fabrics business will be transferred to Suominen on 31 October 2011, excluding the Brazilian business that will be transferred at a later date.
The manufacturing plants related to the acquisition are situated in the USA, Italy, Spain and Brazil. The competition authorities in the USA, Spain and Germany have approved the acquisition. Authority approval of the transaction in Brazil is estimated to take place during the first quarter of 2012.
By the acquisition Suominen will grow significantly and 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. Suominen has previously published a stock exchange release concerning the acquisition on 4 August 2011.
The value of the transaction is approximately EUR 170 million. The final value of the transaction will be specified on 31 October 2011 according to the assets to be transferred in the transaction. The transaction was financed by share issue and debt financing. Suominen raised EUR 87.2 million in the share issue to the public. At the same time the capital loan of Suominen was converted into shares by a total amount of EUR 2.2 million. In the share issue and the conversion share issue the subscription price was EUR 0.45 per share. The share issue and the conversion share issue were conditional on the completion of the acquisition. Following the completion of the share issue Ahlstrom Corporation becomes the largest shareholder of Suominen with a 27.1 percent ownership share.
Suominen has agreed upon a syndicated credit facility of EUR 150 million to finance the Home and Personal business transaction and to refinance Suominen´s previous syndicated facility of EUR 44 million. The credit facility consist of EUR 85 million five year credit facility, EUR 45 million credit loan and EUR 20 million credit limit. The first credit is amortized by EUR 10 million annually and with a EUR 45 million final payment in the fifth year. The second credit is valid for two years so that in the first year it will be repayed by EUR 10 million. The credit limit is valid for three years. The credit facilities are pledged and their financial terms are related to the maximum levels of net debt and EBITDA and the gearing ratio. The ratios will take into consideration at the end of this year and in 2012 in the first quarter one off items related to the acquisition, share issue and financing. The ratio of net debt to EBITDA shall be a maximum of 4.3 and the gearing ratio maximum of 130 percent at the end of the year, after which the ratios will decrease during the credit period. According to the credit agreement dividend distribution shall be a maximum of EUR 1 million in 2012 and a maximum of EUR 3 million in 2013. The financers of the credit facility are by equal shares Sampo Bank, Pohjola Bank, Nordea Bank and SEB.
By completion of the acquisition the conditional decisions of the Extraordinary General Meeting held on 12 September 2011 regarding amendment of the Articles of Association, the composition of the Board of Directors, remuneration of the members of the Board of Directors and the establishment of a Nomination Committee will come into force. Suominen has previously published a stock exchange release concerning the decisions of the Extraordinary General Meeting on 12 September 2011.
Helsinki, 21 October 2011
Board of Directors
For additional information please contact:
Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300Suominen 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.fi