Table of Contents
The acquisition supports Ahlstrom-Munksjö’s ambition to strengthen its position in selected high-end, value adding areas of the global fiber-based materials market that offer positive growth outlook and are supported by market drivers for more sustainable products and solutions. The acquisition will be earnings enhancing.
The Expera acquisition:
- Transformative acquisition with annual net sales of USD 721 million (EUR 616 million) for 2017
- Significant expansion of North American presence, including new product segments
- Strong platform in the U.S. that provides Ahlstrom-Munksjö with attractive growth opportunities and additional U.S. production capacity
- Pure specialty paper producer in value-added product categories
- Four paper mills with two integrated pulp mills
- Experienced management with a profit improvement track-record
- The purchase price payable is USD 615 million (EUR 526 million) on a cash and debt free basis, subject to a post completion adjustment based upon the level of net working capital and cash and debt in the acquired business on the closing date
- Comparable EBITDA of USD 71 million (EUR 61 million) for 2017. Comparable EBITDA includes USD 3 million (EUR 3 million) of items which will not have a continuous impact on EBITDA such as start-up cost of investment and current management fees.
- Estimated near term annual synergy benefits of approximately USD 10 million (EUR 8 million) with additional potential from planned annual run rate EBITDA of recently finalized investment of approximately USD 11 million (EUR 9 million)
- Dynamic synergies relating to product development and best practice sharing
Expera is highly complementary to Ahlstrom-Munksjö and will provide opportunities for cross-selling and best practice sharing as well as preliminary cost synergies of approximately EUR 8 million (USD 10 million) by year end 2019. In addition, value will be created from joint product development and sharing of best practices. One-time costs related to the achievement of synergies are estimated at EUR 7 million (USD 8 million). Strength in product development will help the company to serve its customers better.
Hans Sohlström, President and CEO of Ahlstrom-Munksjö comments: “We are excited to welcome Expera and their highly talented leadership team led by Russ Wanke to Ahlstrom-Munksjö. Together, our combined, complementary capabilities and expertise will further strengthen our position in fiber-based materials and will enable us to offer even more solutions, value and efficiencies to our customers in North America and around the world. Expera contributes to our global platform with their competences, a high quality offering and a team that drives customer value, innovations and sustainability.”
“As a larger company with a strong balance sheet and greater earnings generation this transaction paves the way for further profitable growth to be carried out both organically and through acquisitions. While the transaction will temporarily increase our debt, over time we see an optimal leverage of around 2x net debt to EBITDA, which gives us sufficient maneuvering space for further development of the company. I appreciate also our continued strong ability to create cash flow as a combined company. We look forward to bringing this transaction to completion and working with the competent Expera team”.
Russ Wanke, the President and CEO of Expera, will become a member of Ahlstrom-Munksjö’s Executive Management Team following the closing. He will be responsible for the acquired operations, which will form a fifth business area and reporting segment in Ahlstrom-Munksjö. Furthermore, Russ Wanke and certain other members of the management team will invest in Ahlstrom-Munksjö shares in connection with the closing.
Russ Wanke, Expera’s Chief Executive Officer, said, “This is the beginning of an exciting new era for Expera’s team and customers. Joining Ahlstrom-Munksjö, a global leader in fiber-based materials, strengthens Expera’s platform and allows for growth in the future. This is an important development for our customers, employees and communities, as we continue to capitalize on the strength of the specialty paper industry worldwide, and provide innovative products with a superior level of service.” Wanke continued, “Our entire team is very excited about Ahlstrom-Munksjö’s commitment to manufacturing excellence and to supporting our innovative business.”
Closing of the acquisition is subject to regulatory approvals and other customary closing conditions. Closing of the acquisition is expected during the second half of 2018.
Financing of the transaction:
Ahlstrom-Munksjö has secured fully committed financing for the transaction. Ahlstrom-Munksjö has secured USD 615 million in bank financing for the acquisition from Nordea Bank AB (“Nordea”) and Skandinaviska Enskilda Banken AB (“SEB”), together acting as Mandated Lead Arrangers, Underwriters and Bookrunners. The acquisition financing consists of (i) an USD 180 million bridge-to-equity facility with termination date 30 June 2019, (ii) an USD 185 million bridge facility with 12 month maturity from the earlier of the closing and 3 months from signing and (iii) an USD 250 million term loan facility with 5 years maturity from the earlier of the closing and 3 months from signing.
In addition, Nordea and SEB have agreed to provide certain back-stop/refinancing facilities in relation to existing financing arrangements.
To finance part of the transaction, Ahlstrom-Munksjö plans to conduct a rights offering of approximately EUR 150 million, which is expected to be launched during the fourth quarter of 2018.
The Company will separately convene an extraordinary general meeting of shareholders (EGM) to authorize the Board of Directors to resolve on the share issue. Shareholders holding in aggregate approximately 35.9% (June 30, 2018) of the shares and votes in the Company, AC Invest Five B.V., a company belonging to Ahlström Capital group, Viknum AB, Belgrano Inversiones Oy, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company and Baltiska Handels A.B. have irrevocably undertaken to attend the EGM and vote in favor of the share issue authorization. AC Invest Five B.V., a company belonging to Ahlström Capital group, Viknum AB, Belgrano Inversiones Oy and Baltiska Handels A.B. have further expressed their support and intention to subscribe for their respective pro rata allocation in the rights offering. The remainder of the rights offering will be underwritten by Nordea and SEB, subject to customary terms and conditions.
The proceeds from the rights offering will be used for the financing of the transaction or repayment of outstanding bridge facilities related to the transaction.