Ahlstrom-Munksjö publishes pro forma financial information related to the acquisition of Expera and Caieiras and additional selected financial information on Expera
AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE November 19, 2018 at 08:00 a.m. EET
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa or the United States or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Finnish law. For further information, see “Important notice” below.
Ahlstrom-Munksjö Oyj (“Ahlstrom-Munksjö” or the “Company”) publishes pro forma financial information for the year 2017 and for January–September 2018. The unaudited pro forma financial information of Ahlstrom-Munksjö will be included in the prospectus to be published on or about November 20, 2018 in connection with the rights offering announced earlier today.
The unaudited pro forma financial information is presented for illustrative purposes only to give effect to the acquisition of Expera Specialty Solutions Holdings, Inc. (“Expera”) completed on October 10, 2018 and related financing, the acquisition of MD Papéis Caieiras (“Caieiras”) completed on October 17, 2018 and related financing as well as the merger of Munksjö Oyj (“Munksjö”) and Ahlstrom Corporation (“Ahlstrom”) completed on April 1, 2017 and related refinancing (together, the “Transactions”) to Ahlstrom-Munksjö’s historical financial information. The acquisitions of Expera and Caieiras and the merger of Munksjö and Ahlstrom have been accounted for as a business combination at consolidation using the acquisition method of accounting under the provisions of IFRS with Ahlstrom-Munksjö as the acquirer. The unaudited pro forma combined balance sheet as at September 30, 2018 gives effect to the Transactions as if they had occurred on that date. The unaudited pro forma combined income statements for the nine months ended September 30, 2018 and for the year ended December 31, 2017 give effect to the Transactions as if they had occurred on January 1, 2017.
The unaudited pro forma financial information has been derived from (a) Ahlstrom-Munksjö’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited interim report as at and for the nine months ended September 30, 2018, (b) Specialty Papers Acquisition, LLC’s audited consolidated financial statements as at and for the year ended December 31, 2017, unaudited consolidated condensed financial statements as at and for the three-month and nine-month periods ended September 30, 2018 and unaudited consolidated balance sheet information as at October 10, 2018, all prepared in accordance with US GAAP, (c) Ahlstrom’s audited final accounts as at and for the three months ended March 31, 2017 and (d) Caieiras’ unaudited carve-out financial information as at and for the nine months ended September 30, 2018 and for the year ended December 31, 2017 prepared in accordance with Brazilian GAAP.
The unaudited pro forma financial information reflects the application of pro forma adjustments that are based upon available information and certain assumptions that Ahlstrom-Munksjö believes are reasonable under the circumstances. Ahlstrom-Munksjö has made a provisional allocation of the aggregate purchase considerations of Expera and Caieiras to the acquired net assets. Ahlstrom-Munksjö has not finalized all of the detailed valuation studies in determining the fair values for the assets acquired and liabilities assumed. The final fair values recorded at consolidation may differ from the values presented in the unaudited pro forma financial information. The unaudited pro forma financial information has been prepared by Ahlstrom-Munksjö for the illustrative purposes only and, because of its nature, it addresses a hypothetical situation, and therefore is not necessarily indicative of the financial position or the results of operations that would have been actually realized had the Transactions completed as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations that will experience going forward. The unaudited pro forma combined income statements do not reflect any expected cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the Transactions.
Unaudited Pro Forma Combined Balance Sheet as at September 30, 2018
|In EUR million||Ahlstrom-Munksjö Historical||Pro forma Expera||Pro forma Caieiras||Pro forma Expera Financing||Pro forma Caieiras Financing||Pro forma total|
|Property, plant and equipment||841.3||198.7||41.7||-||-||1,081.6|
|Other intangible assets||297.2||179.0||26.0||-||-||502.2|
|Equity accounted investments||-||-||-||-||-||-|
|Deferred tax assets||2.5||0.5||0.3||-||-||3.3|
|Total non-current assets||1,579.1||557.2||97.2||-||-||2,233.6|
|Trade and other receivables||300.1||62.9||15.0||-0.8||-||377.1|
|Income tax receivables||2.4||1.1||0.2||1.8||0.0||5.5|
|Cash and cash equivalents||194.9||-521.4||-89.5||524.2||70.9||179.1|
|Total current assets||826.9||-366.6||-61.9||525.2||70.9||994.5|
|EQUITY AND LIABILITIES|
|Equity attributable to parent company’s shareholders|
|Reserve for invested unrestricted equity||517.6||-||-||144.5||-||662.1|
|Other reserves and treasury shares||294.3||-2.0||-||-||-||292.3|
|Total equity attributable to parent company’s shareholders||1,024.6||-6.2||-0.1||142.8||-0.0||1,161.2|
|Other non-current liabilities||0.7||0.0||-||-||-||0.7|
|Employee benefit obligations||90.3||-||-||-||-||90.3|
|Deferred tax liabilities||94.0||59.1||13.9||-||-||167.0|
|Total non-current liabilities||730.2||78.6||13.9||412.6||70.9||1,306.2|
|Trade and other payables||507.4||71.6||20.4||-0.3||-||599.2|
|Income tax liabilities||9.5||0.0||1.1||-||-||10.6|
|Total current liabilities||641.4||118.2||21.5||-30.3||-||750.8|
|TOTAL EQUITY AND LIABILITIES||2,406.0||190.7||35.3||525.2||70.9||3,228.1|
Unaudited Pro Forma Combined Income Statement for the Nine Months Ended September 30, 2018
|In EUR million, unless otherwise indicated||Ahlstrom-Munksjö Historical||Pro forma Expera||Pro forma Caieiras||Pro forma Expera Financing||Pro forma Caieiras Financing||Pro forma total|
|Other operating income||6.3||1.2||-||-||-||7.5|
|Total operating income||1,732.1||471.7||65.9||-||-||2,269.7|
|Changes in inventories of finished goods and work in progress||28.8||0.4||0.2||-||-||29.4|
|Materials and supplies||-860.9||-191.4||-43.1||-||-||-1,095.5|
|Other operating expenses||-408.6||-119.4||-5.9||-||-||-533.9|
|Depreciation and amortization||-88.7||-20.7||-5.3||-||-||-114.8|
|Total operating costs||-1,635.8||-447.5||-61.9||-||-||-2,145.2|
|Share of profit in equity accounted investments||-||-||-||-||-||-|
|Net financial items||-12.0||-2.1||0.3||-11.7||-4.6||-30.1|
|Profit/(loss) before tax||84.3||22.1||4.3||-11.7||-4.6||94.3|
|Net profit attributable to:|
|Parent company’s shareholders||61.4||17.6||2.5||-9.0||-3.0||69.5|
|Earnings per share, attributable to the equity holders of the parent company|
Unaudited Pro Forma Combined Income Statement for the Year Ended December 31, 2017
|In EUR million, unless otherwise indicated||Ahlstrom-Munksjö Historical (Audited)||Merger and Related Refinancing||Pro forma Expera||Pro forma Caieiras||Pro forma Expera Financing||Pro forma Caieiras Financing||Pro forma total|
|Other operating income||12.7||7.0||1.5||-||-||-||21.2|
|Total operating income||1,972.6||279.6||639.4||91.0||-||-||2,982.6|
|Changes in inventories of finished goods and work in progress||-6.4||2.8||-3.2||0.8||-||-||-6.0|
|Materials and supplies||-920.2||-119.9||-249.8||-54.5||-||-||-1,344.3|
|Other operating expenses||-472.0||-65.8||-178.1||-13.4||-||-||-729.4|
|Depreciation and amortization||-106.6||-19.9||-30.9||-8.4||-||-||-165.8|
|Total operating costs||-1,868.9||-255.6||-622.5||-88.2||-||-||-2,835.2|
|Share of profit in equity accounted investments||-0.2||-||-||-||-||-||-0.2|
|Net financial items||-26.2||-2.8||-2.1||0.1||-20.8||-7.5||-59.3|
|Profit/(loss) before tax||77.3||21.2||14.8||2.9||-20.8||-7.5||88.0|
|Net profit attributable to:|
|Parent company’s shareholders||65.9||14.2||10.3||6.8||-16.1||-5.0||76.2|
|Earnings per share, attributable to the equity holders of the parent company|
The unaudited pro forma financial information has been prepared in accordance with the Annex II to the Commission Regulation (EC) N:o 809/2004, as amended, and on a basis consistent with the accounting principles applied by Ahlstrom-Munksjö in its consolidated financial statements prepared in accordance with IFRS as adopted by EU. The unaudited pro forma financial information has not been compiled in accordance with Article 11 of Regulation S-X under the United States Securities Act of 1933 or the guidelines established by the American Institute of Certified Public Accountants.
Unaudited additional pro forma information
Pro forma business area information presented herein has been prepared to reflect the Ahlstrom-Munksjö business area structure following the Expera and Caieiras acquisitions consisting of five business areas Decor, Filtration and Performance, Industrial Solutions, Specialties and North America Specialty Solutions. Ahlstrom-Munksjö reports its business area results using comparable EBITDA as the main operating measure. Pro forma business area data is based on historically reported business area information by Ahlstrom-Munksjö and, respectively, adjusted for changes in the composition of the business areas as follows:
• Business of Expera has formed a new segment, North America Specialty Solutions; and
• Business of Caieiras has been divided into two segments, Décor and Industrial Solutions.
The following tables sets forth unaudited pro forma business area information for the nine months ended September 30, 2018 and for the year ended December 31, 2017:
Unaudited pro forma business area information
|Pro forma total In EUR million, unless otherwise indicated||For the nine months ended September 30, 2018||For the year ended December 31, 2017|
|Net sales by business area|
|Filtration and Performance||510.0||665.3|
|North America Specialty Solutions||470.5||637.9|
|Other and eliminations||-22.3||-26.2|
|Total net sales||2,262.2||2,961.5|
|Comparable EBITDA by business area|
|Filtration and Performance||90.1||120.6|
|North America Specialty Solutions||44.9||62.4|
|Other and eliminations||-13.4||-25.3|
|Total comparable EBITDA||258.9||366.8|
|Comparable EBITDA margin by business area, percent|
|Decor||8.0 %||10.2 %|
|Filtration and Performance||17.7 %||18.1 %|
|Industrial Solutions||15.3 %||16.5 %|
|Specialties||6.8 %||9.2 %|
|North America Specialty Solutions||9.5 %||9.8 %|
|Other and eliminations||n/a||n/a|
|Total comparable EBITDA margin||11.4 %||12.4 %|
Pro forma net debt as at September 30, 2018
|In EUR million||Pro forma total|
|Cash and cash equivalents||179.1|
|__________________________________ 1) A liability of EUR 43.5 million related to Expera’s receivable purchase agreement has been excluded from the pro forma net debt calculation.|
Pro forma gearing ratio as at September 30, 2018
|In EUR million, unless otherwise indicated||Pro forma total|
The definitions and reasons for the use of financial key indicators
|Key figure||Definition||Reasons for the use|
|EBITDA||Operating result before depreciation and amortization||EBITDA is the indicator to measure the performance of the Group|
|Comparable EBITDA||EBITDA excluding items affecting comparability||Comparable EBITDA and comparable EBITDA margin are presented in addition to EBITDA, to reflect the underlying business performance and to enhance comparability from period to period. The Company believes that these comparable performance measures provide meaningful supplemental information by excluding items outside ordinary course of business|
|Comparable EBITDA margin, %||Comparable EBITDA / net sales|
|Items affecting comparability||Material items outside ordinary course of business, such as gains and losses on business disposals, direct transaction costs related to business acquisitions, costs for closure of business operations and restructurings including redundancy payments, one-off items arising from purchase price allocation such as inventory fair value adjustments, compensation related to environmental damages arising from unexpected or rare events and other items including fines (such as VAT tax audit fines) or other similar stipulated payments and litigations|
|Net debt||Non-current and current borrowing less cash and cash equivalents||Net debt is an indicator to measure the total external debt financing of the Group|
|Gearing ratio, %||Net debt / total equity||The Group believes that Gearing ratio helps to show financial risk level and it is a useful measure for management to monitor the level of the Group’s indebtedness. Gearing ratio is also one of the Group’s long-term financial targets measure|
The detailed unaudited pro forma financial information, including the pro forma adjustments and reconciliation of the financial key indicators presented above, is attached to this release as Appendix 1.
Key figures of Expera
Ahlstrom-Munksjö also publishes additional financial information on Expera as at and for the three-month and nine-month periods ended September 30, 2018, and as at and for the financial year ended December 31, 2017. The financial information presented below, with the exception of EBITDA and Comparable EBITDA information, has been derived from Expera’s unaudited consolidated condensed financial statements as at and for the three-month and nine-month periods ended September 30, 2018 and from the audited consolidated financial statements as at and for the year ended December 31, 2017, prepared in conformity with US GAAP.
|For the three-month period ended September 30, 2018||For the nine-month period ended September 30, 2018||For the nine-month period ended September 30, 2017||For the year ended December 31, 2017|
|USD in thousands, unless otherwise indicated||(unaudited, unless otherwise indicated)|
|Comparable EBITDA %......................................................||102)||93)||104)||105)|
|Depreciation, amortization and accretion/(depletion)....... Capital expenditures........................................................||4,027 6,735||13,209 15,134||15,314 23,022||20,770 35,063|
|__________________________________ 1) Audited 2) Expera EBITDA for the three-month period ended September 30, 2018, includes an expense item of USD 4.8 million relating to M&A project related costs/transaction costs that is, based on management’s preliminary assessment, considered to be outside ordinary course of business and is considered as an adjusting item in accordance with Ahlstrom-Munksjö principles. 3) Expera EBITDA for the nine-month period ended September 30, 2018, includes an expense item of USD 5.9 million relating to M&A project related costs/transaction costs and other items that are, based on management’s preliminary assessment, considered to be outside ordinary course of business of USD 0.5 million, net expense, which are considered as adjusting items in accordance with Ahlstrom-Munksjö principles. 4) Expera EBITDA for the nine-month period ended September 30, 2017, includes items that are, based on management’s preliminary assessment considered to be outside ordinary course of business of USD -1.3 million, net expense, which are considered as adjusting items in accordance with Ahlstrom-Munksjö principles. 5) Expera EBITDA for the year ended December 31, 2017 includes an expense item of USD 4.5 million relating to a change in contingent consideration payable pursuant to a purchase agreement and other items that are, based on management’s preliminary assessment, considered to be outside ordinary course of business of USD 0.8 million, net expense, which are considered as adjusting items in accordance with Ahlstrom-Munksjö principles.|
The Company has submitted a Finnish language prospectus for approval by the Finnish Financial Supervisory Authority, including the pro forma financial information presented in this release. The Finnish language prospectus is expected to be approved on or about November 19, 2018.
For further information, please contact:
Johan Lindh, Head of Investor Relations, +358 10 888 4994, firstname.lastname@example.org
Juho Erkheikki, Investor Relations Manager, +358 10 888 4731, email@example.com
These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Ahlstrom-Munksjö does not intend to register any part of the rights offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In the European Economic Area, with respect to any Member State, other than Finland and Sweden, that has implemented Directive 2003/71/EC or Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the ("Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In connection with the product governance requirements of: (a) EU directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”), (b) Articles 9 and 10 of the Commission Delegated Directive (EU) 2017/593 of April 7, 2016 supplementing MiFID II, and (c) Chapter 5 of the Swedish Financial Supervisory Authority’s regulations regarding investment services and activities, FFFS 2017:2 and (d) other local implementation activities, (together the “MiFID II Product Governance Requirements”), and aside from liability for damages which may be incumbent on a “producer” (in accordance with the MiFID II Product Governance Requirements), the shares in the Company have been subject to an authorization process, in which the target market for shares in the Company is (i) non-professional clients and investors who fulfil the requirements for professional clients and equal counterparties, each in accordance with MiFID II (the “Target Market”), and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Notwithstanding the Target Market assessment, the distributors should note that: the value of the shares in the Company may decrease and investors may not regain all or part of the invested amount; shares in the Company do not guarantee revenue or capital protection; and an investment in the Company’s shares are solely suited for investors who are not in need of a guaranteed revenue or a capital protection, who (either alone or together with a suitable financial or other advisor) are capable of evaluating the benefits and risks with such an investment and have sufficient means to carry such losses that may arise thereof. The Target Market evaluation does not affect the requirements in any contractual, legal or regulatory sales restrictions in relation to the Offering.
The Target Market evaluation should not be considered as (a) an eligibility or suitability evaluation in accordance with MiFID II; or (b) a recommendation to any investor or group of investors to invest in, obtain, or take any other action concerning the shares. Each distributor is responsible for its own evaluation of the Target Market concerning shares and for determining the appropriate distribution channels.
This release does not constitute a prospectus as defined in the Prospectus Directive and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. A prospectus prepared pursuant to the Prospectus Directive will be published, which when published can be obtained from the Company’s website.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Ahlstrom-Munksjö or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Ahlstrom-Munksjö, its subsidiaries, its securities and the transaction, including the merits and risks involved.
This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to Ahlstrom-Munksjö, Expera and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release include information on the future results, plans and expectations with regard to the combined company’s business, including its strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Ahlstrom-Munksjö or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the synergy benefits expected to arise from the transaction and the combination of the business operations of Ahlstrom-Munksjö and Expera as well as the related integration costs, which have been prepared by Ahlstrom-Munksjö and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the transaction and the combination of the business operations of Ahlstrom-Munksjö and Expera on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the transaction and the combination of the business operations of Ahlstrom-Munksjö and Expera, if any, and related integration costs to differ materially from the estimates in this release.
Ahlstrom-Munksjö in brief
Ahlstrom-Munksjö is a global leader in fiber-based materials, supplying innovative and sustainable solutions to its customers. Our mission is to expand the role of fiber-based solutions for sustainable every day life. Our offering include filter materials, release liners, food and beverage processing materials, decor papers, abrasive and tape backings, electrotechnical paper, glass fiber materials, medical fiber materials and solutions for diagnostics as well as a range of specialty papers for industrial and consumer end-uses. Our annual net sales is about EUR 3 billion and we employ some 8,000 people. The Ahlstrom-Munksjö share is listed on the Nasdaq Helsinki and Stockholm.
Read more at www.ahlstrom-munksjo.com.