Ahlstrom-Munksjö completes the acquisition of Expera, amends segment reporting and appoints a new member of the Executive Management Team

AHLSTROM-MUNKSJÖ STOCK EXCHANGE RELEASE OCTOBER 10, 2018 at 16:15 EEST

This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa or the United States or any other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 has today completed the acquisition of U.S. specialty paper producer Expera Specialty Solutions for an enterprise value of USD 615 million (EUR 526 million) on a cash and debt free basis. The transformative acquisition will expand the company’s presence in North America and further strengthen its offering of advanced custom-made fiber-based materials. The earnings enhancing transaction will almost triple Ahlstrom-Munksjö’s net sales in the U.S. and provide a platform for growth.

• Expera is among the leading specialty paper producers in North America with four paper mills, of which two have integrated pulp production, in the state of Wisconsin, U.S.

• The acquired operations had net sales of USD 721 million (EUR 616 million) and a comparable EBITDA of USD 71 million (EUR 61 million) in 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 management fees.

  • Near term annual synergy benefits of approximately USD 10 million (EUR 8 million) are estimated to be achieved by year end 2019. One-time costs related to the achievement of synergies are estimated at EUR 7 million (USD 8 million). In addition, recently finalized investment offers additional earnings potential of approximately USD 11 million (EUR 9 million) annually when fully commissioned.

  • The transaction also enables dynamic synergies relating to product development and best practice sharing.

Hans Sohlström, President and CEO of Ahlstrom-Munksjö, comments: “This acquisition is a major step in the execution of our strategy. It will further strengthen our position in fiber-based materials and enable us to offer more value to our customers, particularly in North America, but also around the world. We have complementary capabilities and can create further value through joint product development and sharing of best practices. Finally, I would like to welcome Expera’s personnel to Ahlstrom-Munksjö. “

The acquisition was announced on July 23, 2018. Customary regulatory approvals have been received for the transaction.

Expera will be consolidated as part of Ahlstrom-Munksjö from October 10, 2018 onwards with more detailed information on the impact of the acquisition to its consolidated accounts in the fourth quarter report. The acquired operations form Ahlstrom-Munksjö’s fifth business area and financial reporting segment, named North America Specialty Solutions. In addition, as described below in more detail, Ahlstrom-Munksjö plans to publish unaudited pro forma financial information at the latest in connection with the rights issue, which is expected to be launched during the fourth quarter of 2018.

Russ Wanke, the former President and CEO of Expera, has been appointed Executive Vice President, North America Specialty Solutions and a member of Ahlstrom-Munksjö’s Executive Management Team.

Key figures

Expera (US GAAP)

* Expera EBITDA 2016 includes an expense item of EUR 1.5 million relating to a change in the contingent consideration payable, a reimbursement income for certain capital investment projects of EUR 2.7 million and other expense items of EUR 0.4 million that are, based on currently available information, considered as adjusting items. In addition, Expera EBITDA 2016 includes EUR 1.4 million of current management fees and EUR 0.1 million of start-up costs related to investments which will not have a continuous impact on EBITDA. The selected Expera financial information for the year 2016 is presented for continuing operations.

** Expera EBITDA 2017 includes expense an item of EUR 3.8 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 EUR 0.9 million, net expense which are considered as adjusting items in accordance with Ahlstrom-Munksjö principles. In addition, Expera EBITDA 2017 includes EUR 1.5 million of current management fees as well as EUR 0.9 million of start-up costs related to investments which will not have a continuous impact on EBITDA.

*** Expera EBITDA 1-6 2018 includes a net expense item of EUR 1.4 million, relating mainly to contingent consideration payable pursuant to a purchase agreement and transaction related expenses.

****Unaudited, based on management reports.

Basis of preparation of selected financial information

The selected financial information presented above is based on Expera’s audited financial statements for the financial years 2017 and 2016 prepared in accordance with US GAAP. The figures have been rounded to the nearest million.

Expera's financial information in USD has been converted into EUR using the EUR/USD exchange rate 1.17.

Ahlstrom-Munksjö plans to publish unaudited pro forma financial information to illustrate the impact of the acquisitions of Expera and Caieiras, announced in April 2018, and the related financing transactions to Ahlstrom-Munksjö’s 2017 and January-September 2018 financial information prepared in accordance with IFRS at the latest in connection with the rights issue, which is expected to be launched during the fourth quarter of 2018. The pro forma financial information will provide further information on Expera’s historical results and the impacts of the Expera acquisition to Ahlstrom-Munksjö’s financial position.

IMPORTANT NOTICE

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.

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.

This release does not constitute a prospectus as defined in the Prospectus Directive (EC/71/2003, as amended) 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.

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. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all.

For further information, please contact:

Hans Sohlström, President and CEO, +358 10 888 2520
Johan Lindh, Head of Investor Relations, + 358 10 888 4994, johan.lindh@ahlstrom-munksjo.com

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 everyday 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 are 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.