HELSINKI, Finland — January 10, 2014 — Suominen and Ahlstrom have entered into agreement on the sales of the entire stock of the Brazilian Ahlstrom Fabricação de Não-Tecidos Ltda to Suominen. Formerly, the unit was part of Ahlstrom’s Home and Personal business area. The enterprise value of the transaction is MEUR 17.5 and Suominen aims to finance the deal through a convertible hybrid bond, which will be treated as equity.
Suominen acquired the Home and Personal business area of Ahlstrom in November 2011, but the transfer of the Brazilian unit of the acquired business was prolonged due to delay in receiving approval from the authorities and consequent renegotiations.
The plant to be transferred to Suominen is located in Paulínia, Brazil, approximately 120 kilometers to northwest from São Paulo. It is the only nonwovens plant utilizing modern spunlace technology in manufacturing wiping products in the country, and the plant is technically capable to supply also industrial nonwovens. Paulínia plant is built in 2008 and employs approximately 40 persons. All employees will be transferred to Suominen in connection with the closing of the deal, which is expected to take place by the end of February 2014.
“Finalizing the acquisition of the Paulínia plant marks an important milestone for Suominen. The deal provides us a foothold in the South American markets where we see very exciting growth opportunities. We further strengthen our position as the global leader in the nonwovens for wipes, as we will become the only manufacturer of nonwovens for wipes with plants in Europe, North America and South America. Suominen will become truly global, which enables us to serve our globally operating customers even better than before. We are extremely happy to welcome the Paulínia team to Suominen and really look forward to capture the market opportunities with the local team of experts, having an excellent understanding of the market”, says Nina Kopola, President & CEO of Suominen Corporation.
“We are very pleased that the transfer of Ahlstrom Paulínia and consequently the divestment of our wipes business to Suominen will now be completed,” says Jan Lång, President & CEO of Ahlstrom Corporation.
The deal to be financed through a convertible hybrid bond treated as equity
A precondition for the execution of the transaction agreed today is that the purchase price is funded by the issuance of a MEUR 17.5 hybrid bond. Ahlstrom Corporation has committed to subscribing for the bond for the parts other investors do not subscribe for. The bond includes a right to convert the principal together with the potentially accrued capitalized interest thereon into new shares in the company or into existing shares held by the company.
With reference to the hybrid bond arrangement described above, the Board of Directors of Suominen Corporation has decided to convene an Extraordinary General Meeting and proposes to the General Meeting that the General Meeting authorize the Board to decide on granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act (the “Special Rights”). The Board of Directors may grant the Special Rights all at once or through a series of multiple grants. The Special Rights carry the right to receive against payment new shares of the Company or the Company’s own shares held by the Company. The right may also be granted to the Company’s creditor on condition that the creditor’s receivable is used to set off the subscription price.
Suominen Corporation has been informed about the commitments made between Ahlstrom and Ahlström Capital Group regarding the financing arrangement. Ahlstrom Corporation describes these commitments in more detail in its Stock Exchange Release of 10 January 2014.
The notice for the Extraordinary General Meeting of Suominen Corporation, to be held on January 31 2014, will be disclosed today as a stock exchange release.
Posted January 10, 2014
Source: Suominen Corp.