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Ahlstrom, a global high performance fiber-based materials company, has today completed the first phase of the combination of its Label and Processing business in Europe and Munksjö AB (LP Europe Completion). The combination creates a new global leader in high-quality specialty papers.
The second phase of the transaction, the demerger of Coated Specialties in Brazil, is expected to the completed during the second half of this year.
"The rationale for this transaction remains sound: Ahlstrom can now focus on businesses in which we see the most attractive value-add and growth opportunities. On the other hand, the Label and Processing business can be further developed as part of a leading specialty paper company," says Jan Lång, President & CEO, Ahlstrom.
Execution of the LP Europe Completion
The Board of Directors of Munksjö Oyj and Ahlstrom Corporation have today resolved to execute the demerger of Ahlstrom's Label and Processing business in Europe and notify it for registration with the Finnish Trade Register on May 27, 2013.
The number of shares issued as demerger consideration to Ahlstrom's shareholders will be determined when the trading has closed for today.
The Board of Directors of Munksjö Oyj has also today, as part of the LP Europe Completion, resolved to issue 14,865,357 new shares in the aggregate value of approximately EUR 128.5 million to Ahlstrom, Munksjö Luxembourg Holding S.à r.l. (EQT), Munksjö AB, Ilmarinen Mutual Pension Insurance and Varma Mutual Pension Insurance Company. Ahlstrom's share of the issue amounted to approximately EUR 78.5 million entitling to 9,081,171 new shares in Munksjö Oyj.
Further, Munksjö Oyj has today, as part of the LP Europe Completion, resolved to issue new shares in Munksjö Oyj to the shareholders of Munksjö AB in exchange for the transfer of all of the shares in Munksjö AB to Munksjö Oyj (share exchange).
Ownership of Munksjö Oyj
The new shares issued by Munksjö Oyj in the LP Europe demerger as demerger consideration to Ahlstrom's shareholders and in the other share issues are expected to be registered with the Finnish Trade Register on May 27, 2013. Munksjö Luxembourg Holding S.à r.l. (EQT) will hold approximately 32.1 per cent of the shares and votes and Ahlstrom Corporation approximately 23.4 per cent of the shares and votes in Munksjö Oyj following the registration of the new shares.
Ahlstrom shareholders' ownership
Ahlstrom shareholders' ownership in Munksjö will be determined taking into account all the trades made by the end of today. Ahlstrom shares will not entitle to any shares in Munksjö Oyj as consideration for the LP Europe demerger after today.
The shareholders of Ahlstrom Corporation will receive as demerger consideration 0.25 new shares in Munksjö Oyj for each share owned in Ahlstrom Corporation (i.e. the exchange ratio is 4:1). In case the number of shares received by a shareholder of the company as LP Europe demerger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. No LP Europe demerger consideration will be paid on the basis of own shares held by Ahlstrom Corporation.
The new Munksjö shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register on May 27, 2013. The process does not require any action from the current Ahlstrom shareholders. The trading with Munksjö's shares is expected to commence on June 7, 2013.
Next phase
The second phase of the combination, the demerger of Ahlstrom's Label and Processing business in Brazil (Coated Specialties), is expected to be completed during the second half of 2013.
Upon execution of the demerger of the Coated Specialties Business, the shareholders of Ahlstrom Corporation will receive as demerger consideration 0.265 new shares in Munksjö Corporation for each share owned in Ahlstrom Corporation. In case the number of shares received by a shareholder of the company as Coated Specialties demerger consideration would be a fractional number, the fractions shall be rounded down to the nearest whole number. No Coated Specialties demerger consideration will be paid on the basis of own shares held by Ahlstrom Corporation.
Ahlstrom will arrange a new Extraordinary General Meeting for the Shareholders on July 4, 2013, to approve the demerger plan for Coated Specialties, since the current authorization for the demerger expires on May 27, 2013.
