Displaying items by tag: Suominen Corporation

Financing of Suominen Corporation’s (Suominen) acquisition of Ahlstrom Corporation’s Home and Personal business area requires a share issue. Relating to the share issue, the Board of Directors of Suominen has, in addition to the prior commitments totaling EUR 80,265,000, received written commitments to subscribe for new shares in Suominen’s forthcoming share issue from the following current shareholders and investors: Pharmacy Pension Fund; Mr Harald Relander; Foundation for Economic Education; Onninen-sijoitus Oy; Sitra, the Finnish Innovation Fund; Finnish Cultural Foundation; and AC Invest Two B.V. The new subscription commitments together with earlier published commitments total EUR 86,165,000, i.e. the minimum amount of the share issue that has been agreed on in connection with the acquisition, EUR 85,000,000 or 188,888,889 shares, has been exceeded.

Further information on the forthcoming share issue will be released around 3 October 2011.

Suominen has previously published a stock exchange release concerning the acquisition and the prior subscription commitments on 4 August 2011.

Published in Financial News

wipesSuominen Corporation has on 4 August 2011 signed an agreement with Ahlstrom Corporation to buy its Home and Personal wipes fabrics business area. By the acquisition Suominen will grow significantly and will become a global market leader within nonwoven roll goods for wipes.

The acquired business develops and manufactures nonwoven roll goods for wipes for households and industry. The business has manufacturing plants in Spain, Italy, Brazil and the U.S. The completion of the transaction is subject to approval by competition authorities. Estimated closing of the transaction is by the end of October 2011.

The value of the transaction is approximately EUR 170 million. The transaction will be financed by share issue and debt. Debt capital arrangements have been agreed upon with financing institutions. Shareholders that represent a minimum of 64 percent of the shares and votes have committed to advocate a minimum of EUR 85 million and maximum of EUR 120 million share issue in the Extraordinary General Meeting. The directed share issue will be carried out as a public issue with a subscription price of EUR 0.45 per share. The subscription price is based on the volume weighted average share price of trading between 17 June and 2 August 2011. Ahlstrom has committed to subscribe for shares by totally EUR 30 million and subject to completion of the share issue Ahlstrom Corporation will become the largest shareholder of Suominen.

The largest current shareholders including Ilmarinen Mutual Pension Insurance Company and Tapiola Mutual Pension Insurance Company and new shareholders Ahlstrom Corporation, Mandatum Life Insurance Company Ltd, Varma Mutual Pension Insurance Company and Finnish Industry Investment Ltd have given their commitments to subscribe for new shares in the share issue. The commitments represent about EUR 80 million in total. In a potential oversubscription in the share issue shareholders precedent to the share issue will be favoured. The share issue is planned to be carried out in September-October 2011. The terms of the share issue will be proposed in the notice to the Extraordinary General Meeting.

Related to the transaction a new Board of Directors consisting of current and new board members for Suominen will be proposed to the Extraordinary General Meeting. As a new Chairman of the Board of Directors will be proposed h.c., M.Sc. (Tech) Jorma Eloranta (60) and as Vice Chairman the current Chairman of the Board Lic. (Tech.) Mikko Maijala (66), who have given their consents to the proposal. The Board of Directors of Suominen Corporation will propose to the same Extraordinary General Meeting the abolishment of the voting restriction and the redemption clause in the articles of association and to adopt a nomination board approved by the General Meeting. Shareholders representing at minimum 64 percent of the shares and votes have committed to vote for these decision proposals. The Extraordinary General Meeting is expected to be held in September 2011. The notice to the Extraordinary General Meeting will be published by a separate stock exchange release.

”The acquisition will create a Finnish listed company that is a global market leader in nonwoven roll goods for wiping, baby care, hygiene, household and industrial wiping. By expanding geographical coverage and by our strong market position we may respond to our customers’ needs by offering comprehensive sales and product development resources and a more extensive product and service range globally”, comments Petri Rolig, President and CEO of Suominen Corporation. ”Our target is the long-term development of the business, which is supported by complementing professional skills and by strengthening competencies in technology and R&D.”

The acquired business had net sales of EUR 291 million, operating profit of EUR 6.1 million and an EBITDA margin of 7.8 percent in 2010. About 480 persons will be transferred to Suominen by the transaction. As the head of the acquired business will continue the current head of the business area Jean-Marie Becker.

Ahlstrom will report the financial figures of the Home and Personal business area in the second quarter interim report of the current year. The Home and Personal business area will be classified as a non-current asset held for sale and reported separately as discontinued operations.

Subject to the transaction being completed by the end of October 2011, the net sales and profit figures for two months of the Home and Personal business and Suominen will be combined. The total balance sheet of Suominen is estimated to increase from about EUR 120 million to about EUR 330 million, of which the share of shareholders´ equity is estimated to be approximately one third. In the asset deal about EUR 40 million of goodwill will be transferred to Suominen, whereby the total goodwill in the balance sheet will be about EUR 60 million. An estimated EUR 2.5 million non-recurring costs from the asset deal will be booked in the income statement for the current year.

Subject to completing the asset deal by the end of October 2011, Suominen´s net sales in 2011 will increase significantly. Suominen has previously estimated in its interim report on 18 July 2011 that no major change from the previous year is anticipated in net sales for 2011. Taking into consideration the estimated result after taxes for two months of the Home and Personal business and the non-recurring costs arising from the asset deal, Suominen will not change its result estimate. Suominen has estimated in its interim report on 18 July 2011 that the result after taxes for all of 2011 will improve over 2010, but remain negative.

Information event
Suominen will hold a joint press and analyst event together with Ahlstrom in Helsinki today on 4 August 2011 at 12.00 p.m. Finnish time at Savoy, Eteläesplanadi 14. The event will be held in Finnish. Presentation material is available at Suominen´s website, www.suominen.fi.

Published in European News