Ahlstrom-Munksjö publishes prospectus relating to its rights offering
AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE November 19, 2018 at 4:00 p.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This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or the United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.
The Finnish Financial Supervisory Authority has today, November 19, 2018, approved the Finnish language version of the prospectus prepared in relation to Ahlstrom-Munksjö Oyj’s (“Ahlstrom-Munksjö” or the “Company”) rights offering (the “Offering”).
The Finnish language prospectus will be available as of November 20, 2018 at the latest at the website of the Company at www.ahlstrom-munksjo.com/osakeanti and at the registered office of the Company at Alvar Aallon katu 3 C, FI-00100 Helsinki, Finland. In addition, the Finnish language prospectus will be available on or about November 20, 2018 at Nordea’s branch offices as well as on the website of Nordea at www.nordea.fi/osakkeet, at SEB‘s Helsinki office located at Eteläesplanadi 18, FI-00130 Helsinki, Finland and on the website of SEB at www.seb.fi as well as at Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland.
The English language prospectus along with a Swedish language summary, will be available on or about November 21, 2018 at the website of the Company at www.ahlstrom-munksjo.com/rightsissue and on the website of Nordea at www.nordea.fi/osakkeet and www.nordea.se and SEB at www.seb.fi and www.sebgroup.com.
The terms and conditions of the Offering as well as the pro forma financial information on the acquisition of Expera Specialty Solutions Holdings, Inc. included in the prospectus have been published today as separate stock exchange releases.
Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch act as managers and Hannes Snellman Attorneys Ltd as legal adviser in the Offering.
For further information, please contact:
Johan Lindh, Head of Investor Relations, +358 10 888 4994, johan.lindh@ahlstrom-munksjo.com
Juho Erkheikki, Investor Relations Manager, +358 10 888 4731, juho.erkheikki@ahlstrom-munksjo.com
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, New Zealand, South Africa, Singapore 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.