Under the agreement, Ahlstrom sells the operations of its Home and Personal business area to Suominen and receives a total of EUR 170 million in cash, of which Ahlstrom has committed to use a total of EUR 30 million to subscribe for shares in Suominen. Suominen will finance the transaction through debt and proceeds received in a planned directed share issue. The company's largest current shareholders representing a minimum of 64% of the shares and votes have committed to vote in favor of the directed issue. Finnish institutional investors Varma, Ilmarinen, Tapiola, Sampo and Suomen Teollisuussijoitus have committed to subscribe for shares in the directed issue.
After a successful share issue, Ahlstrom will become the largest shareholder in Suominen with a minimum stake of 20% and a maximum stake of 28.2% depending on the size of the share issue. The cash portion of the deal will be adjusted accordingly. Ahlstrom has agreed to a two-year lock-up period for a minimum of 20% ownership in holding its Suominen shares.
In line with Ahlstrom's strategy, the divestment will steer the company towards a more focused business and product portfolio. In 2009, Ahlstrom conducted a strategic review leading to a revised organization and operating model.
"We have been building our business portfolio based on offering high performance materials that allow our customers to differentiate and create value to their customers. We will continue to seek growth and global leadership in all segments in which we operate. This transaction allows us to free resources to strengthening and further developing our current businesses, especially in the fast-growing markets in Asia." says Jan Lång, president and CEO at Ahlstrom.
The transaction between Ahlstrom and Suominen will create a company that can reinforce its position as the global leader in developing and manufacturing roll goods nonwovens for wipes. The new entity will be stronger in serving its existing and future customers by offering a comprehensive product range in wipes fabrics as well as a broad market presence.
"Together with Suominen, the wipes materials business is better positioned to achieve its strategic and financial targets as part of an entity with a strong focus on wipes. We believe that the new entity can also respond more quickly to changes in the markets and in customer needs," Lång continues.
In 2010, Ahlstrom's Home and Personal business area generated net sales of about EUR 291 million and an operating profit of EUR 6.1 million. It has manufacturing plants in Spain, Italy, Brazil and the U.S. The business area's EBITDA margin was 7.8 percent in 2010. It is the global market leader in the nonwovens for wipes market of approximately EUR 1.5 billion per year.
The transaction requires the approval of the directed issue by the Extraordinary Shareholders' Meeting of Suominen. The divestment is anticipated to be completed by the end of October, 2011, and is subject to normal completion terms, such as merger clearances from relevant competition authorities.