The boards of directors of Munksjö Oyj and Ahlstrom Corporation have announced the combination of the two companies through a merger.
The combination will create a global leader in sustainable and innovative fibre-based solutions with preliminary combined annual net sales of approximately €2.2bn and adjusted EBITDA of €249mi. 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 €35m. 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 €23m each, corresponding to €0.45 per share in Munksjö and €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.
- December 2016: Publication of merger prospectus
- 11 January 2017: EGMs of Munksjö and Ahlstrom
- Beginning of the second quarter of 2017: Expected completion of the combination
- On or about first trading date following the completion: Expected first trading day of the new shares in Munksjö issued to Ahlstrom’s shareholders
i Based on the twelve months ended 30 September 2016. Excluding merger effects and Ahlstrom’s divestment of Osnabrück
ii Based on the volume-weighted average share prices of Munksjö (€12.71) and Ahlstrom (€12.70) on Nasdaq Helsinki Ltd during the last month up to and including 4 November 2016
iii Based on the volume-weighted average share prices of Munksjö (€11.86) and Ahlstrom (€10.99) on Nasdaq Helsinki Ltd during the last three months up to and including 4 November 2016