Ahlstrom-Munksjö Oyj - Other information disclosed according to the rules of the Exchange

Ahlstrom-Munksjö announces the terms and conditions of its rights offering

AHLSTROM-MUNKSJÖ OYJ, STOCK EXCHANGE RELEASE November 19, 2018 at 7:50 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This stock exchange release may not be published or distributed, in whole or in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.

The Board of Directors of Ahlstrom-Munksjö Oyj (“Ahlstrom-Munksjö” or the
“Company”) has resolved on the rights offering of approximately EUR 150 million
(the “Offering”) with pre-emptive rights for existing shareholders based on the
authorization granted by the Extraordinary General Meeting held on September 19,
2018. The proceeds from the Offering will be used to finance part of the
acquisition of Expera Speciality Solutions Holdings, Inc (“Expera” and the
“Expera Acquisition”) announced on July 23, 2018. The Board of Directors of
Ahlstrom-Munksjö today announces the terms and conditions of the Offering.

The Offering in brief

  ·
Offering of new shares (the “Offer Shares”) of approximately EUR 150 million
with pre-emptive right of existing shareholders in Ahlstrom-Munksjö.

  ·
Shareholders in Ahlstrom-Munksjö will receive one (1) subscription right in the
form of a book-entry entitling them to subscribe for Offer Shares (the
“Subscription Right”) for each share of the Company owned on the record date
November 21, 2018 (“Record Date”).

  ·
Each five (5) Subscription Rights entitles to subscribe for one (1) Offer Share
at the subscription price.

  ·
The subscription price is EUR 7.81 per Offer Share (“Subscription Price”). For
subscription of Offer Shares that will be registered with Euroclear Sweden and
listed on Nasdaq Stockholm, the Subscription Price is SEK 80.15 per Offer Share.

  ·
Ahlstrom-Munksjö’s shares will trade ex-rights from November 20, 2018.

  ·
The subscription period for the Offer Shares commences on November 26, 2018 at
9.30 a.m. Finnish time and ends on December 12, 2018 at 4.30 p.m. Finnish time.

  ·
The Subscription Rights are freely transferable, and they are expected to be
subject to trading on Nasdaq Helsinki between November 26, 2018 and December 5,
2018 and on Nasdaq Stockholm between November 26, 2018 and December 10, 2018.

  ·
Certain shareholders of the Company, representing in aggregate approximately
36.9 percent of the issued and outstanding shares in the Company, have each
separately and irrevocably committed to subscribe in full for the Offer Shares
on the basis of Subscription Rights allocated to them. In addition, Antti
Ahlström Perilliset Oy has irrevocably committed to subscribe for Offer Shares
that may remain unsubscribed for in the Offering for an amount representing
approximately 10.0 percent of the Offer Shares. For the remaining Offer Shares
Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) have entered into an
underwriting agreement with the Company with customary terms and conditions (the
“Underwriting Agreement”).

Background and rationale

The Company and Specialty Papers Holdings, L.P. have on July 23, 2018 signed the
Share Purchase Agreement regarding the acquisition of Expera, a U.S. based
specialty paper producer. The Expera Acquisition expands the Company’s presence
in North America and further strengthens its offering of advanced custom-made
fiber-based materials. The acquisition will almost triple Ahlstrom-Munksjö’s net
sales in the U.S. and provide a platform for growth. The purchase price paid was
USD 604 million (EUR 525
million[1] (http://file:///C:/Users/JErkheik/Documents/Juho/Rights%20issue%202018
/Launch%20ENG.docx#_ftn1))). The Expera Acquisition was completed on October 10,
2018.

The Expera 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. Expera is highly complementary to the Company and will
provide opportunities for cross-selling and best practice sharing as well as
preliminary recurring cost synergies of approximately EUR 8 million (USD 10
million1)) 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 million1)).
Strength in product development will help the Company to serve its customers
better.

To repay the outstanding bridge facilities related to the Expera Acquisition,
the Board of Directors of the Company resolved on November 19, 2018, based on
the authorization granted by the Extraordinary General Meeting on 19 September
2018, to carry out the Offering. Assuming that all the Offer Shares are
subscribed for in the Offering, the gross proceeds received by the Company from
the Offering will be an amount of approximately EUR 150 million (before taking
into account any transaction costs in relation to the Offering as well as any
fluctuations in the EUR/SEK currency exchange rate). The Company estimates to
pay approximately EUR 6.9 million in fees and other expenses in connection with
the Offering, resulting in net proceeds of approximately EUR 144.5 million
taking into account the tax impact of approximately EUR 1.4 million related to
the transaction costs.

Terms of the Offering

Shareholders will receive one (1) Subscription Right for each existing share in
the Company held on the Record Date, November 21, 2018. Each five (5)
Subscription Rights entitles to subscribe for one (1) Offer Share at the
Subscription Price (“Primary Subscription Right”). As a result of the Offering,
the total number of the shares in the Company may increase from 96,438,573
shares to a maximum of 115,653,315 shares.

The Subscription Price is EUR 7.81 per Offer Share. As regards subscription of
Offer Shares that will be registered with Euroclear Sweden and listed on Nasdaq
Stockholm, payment shall be made in Swedish krona. The Subscription Price in
Swedish krona is SEK 80.15 per Offer Share.

Subscription for Offer Shares without Subscription Rights may also be made
(“Secondary Subscription Right”). Allotment of the Offer Shares subscribed for
without the exercise of Subscription Rights will be allotted first to those that
subscribed for Offer Shares also pursuant to Subscription Rights; second to
those that have subscribed for Offer Shares without Subscription Rights only;
third to the committed underwriting investor who has given a subscription
guarantee described below; and fourth to subscribers procured by Nordea Bank Abp
and Skandinaviska Enskilda Banken AB (publ) or, when such subscribers have not
been procured, to Nordea Bank Abp or Skandinaviska Enskilda Banken AB (publ) in
accordance with, and subject to, the terms and conditions of the Underwriting
Agreement.

The Record Date for determining which holders of existing shares in the Company
are entitled to receive Subscription Rights is November 21, 2018. The shares are
traded including the right to participate in the Offering up to and including
November 19, 2018. The subscription period for the Offer Shares commences on
November 26, 2018 at 9.30 a.m. Finnish time and ends on December 12, 2018 at
4.30 p.m. Finnish time. The Subscription Rights are freely transferable, and
they are expected to be subject to trading on Nasdaq Helsinki between November
26, 2018 and December 5, 2018 and on Nasdaq Stockholm between November 26, 2018
and December 10, 2018. Subscription Rights that remain unexercised at the end of
the Subscription Period on December 12, 2018 at 4.30 p.m. Finnish time will
expire without compensation.

The Subscription Rights, the interim shares (“Interim Shares”) in Finland and
paid subscribed shares (“BTA”) in Sweden will be traded on Nasdaq Helsinki and
Nasdaq Stockholm. It will not be possible to transfer Subscription Rights,
Interim Shares and BTAs between Euroclear Finland and Euroclear Sweden.

Ahlstrom-Munksjö will publish the final results of the Offering in a stock
exchange release on or about December 18, 2018.

Participation of the principal shareholders in the Offering and the Underwriting

Baltiska Handels A.B., Belgrano Inversiones Oy, Viknum AB, AC Invest Five B.V.,
Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance
Company, Alexander Ehrnrooth and Peter Seligson, representing in aggregate
approximately 36.9 percent of the issued and outstanding shares in the Company,
have each separately and irrevocably committed to subscribe in full for the
Offer Shares on the basis of Subscription Rights allocated to them
(“Subscription Undertakings”). In addition, Antti Ahlström Perilliset Oy has
irrevocably committed to subscribe for Offer Shares that may remain unsubscribed
for in the Offering for an amount representing approximately 10.0 percent of the
Offer Shares (the “Subscription Guarantor”). The subscription commitments
covered by the Subscription Undertakings and the Subscription Guarantor
represent in aggregate approximately 46.9 percent of the Offer Shares.

Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) have entered into
the Underwriting Agreement with Ahlstrom-Munksjö pursuant to which they have
severally agreed, subject to certain terms and conditions, to procure
subscribers for any Offer Shares that may remain unsubscribed for in the
Offering, excluding the Offer Shares that are covered by the Subscription
Undertakings and regarding which the Subscription Guarantor has committed to
subscribe for, or to subscribe for such Offer Shares themselves.

Indicative timetable for the Offering

Finland

November 20,  Ex rights date for the Subscription Rights
2018
November 21,  Record Date of the Offering on Euroclear Finland
2018
November 26,  Subscription Period for the Offering commences
2018
November 26,  Trading in the Subscription Rights and Interim Shares
2018          commences on Nasdaq Helsinki
December 5,   Trading in the Subscription Rights expires on Nasdaq Helsinki
2018
December 12,  Subscription Period expires and unexercised Subscription
2018          Rights expire without compensation
December 14,  Stock exchange release regarding the preliminary result of the
2018          Offering
(estimate)
December 18,  Stock exchange release regarding the final result of the
2018          Offering
(estimate)
December 19,  Trading in the Interim Shares expires on Nasdaq Helsinki
2018
(estimate)
December 19,  The Offer Shares subscribed for pursuant to the Primary
2018          Subscription Rights and the Secondary Subscription Rights in
(estimate)    Finland are registered in the Finnish Trade Register
December 20,  The Interim Shares are combined with the existing shares of
2018          the Company on Nasdaq Helsinki
(estimate)
December 20,  The Offer Shares subscribed for in the Offering are admitted
2018          to trading on Nasdaq Helsinki
(estimate)

Sweden

November 20,  Ex rights date for the Subscription Rights
2018
November 21,  Record Date of the Offering on Euroclear Sweden
2018
November 26,  Subscription Period for the Offering commences
2018
November 26,  Trading in the Subscription Rights and BTAs commences on
2018          Nasdaq Stockholm
December 10,  Trading in the Subscription Rights expires on Nasdaq Stockholm
2018
December 12,  Subscription Period expires and unexercised Subscription
2018          Rights expire without compensation
December 14,  Stock exchange release regarding the preliminary result of the
2018          Offering
(estimate)
December 18,  Stock exchange release regarding the final result of the
2018          Offering
(estimate)
December 18,  The investors are informed in writing about the acceptance of
2018          subscriptions based on the Secondary Subscription Right
(estimate)
December 19,  Trading in the BTAs expires on Nasdaq Stockholm
2018
(estimate)
December 19,  The Offer Shares subscribed for pursuant to the Primary
2018          Subscription Rights in Sweden are registered in the Finnish
(estimate)    Trade Register
December 21,  Record Date for the BTAs to be combined with the existing
2018          shares of the Company on Nasdaq Stockholm
(estimate)
December 27,  Contract note payments to be made at the latest by investors
2018
(estimate)
December 28,  The Offer Shares subscribed for pursuant to the Secondary
2018          Subscription Rights in Sweden are registered in the Finnish
(estimate)    Trade Register
December 28,  The Offer Shares subscribed for in the Offering based on the
2018          Subscription Rights are admitted to trading on Nasdaq
(estimate)    Stockholm
January 4,    The Offer Shares subscribed for in the Offering without
2019          Subscription Rights are admitted to trading on Nasdaq
(estimate)    Stockholm

The Company has submitted a Finnish language prospectus for approval by the
Finnish Financial Supervisory Authority. The Finnish language prospectus is
expected to be approved on or about November 19, 2018.

The detailed Terms and Conditions of the Offering are attached to this release
as Appendix 1.

Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ), Helsinki Branch act
as managers and Hannes Snellman Attorneys Ltd as the Company’s legal adviser in
the Offering.

For further information, please contact:

Hans Sohlström, President and CEO, tel. +358 10 888 2520
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, 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.



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[1] (http://file:///C:/Users/JErkheik/Documents/Juho/Rights%20issue%202018/Launch
%20ENG.docx#_ftnref1)) Figures in USD have been converted into EUR using the
EUR/USD exchange rate 1.15. According to the Share Purchase Agreement, the
enterprise value of Expera was USD 615 million (EUR 535 million), which pursuant
to the Share Purchase Agreement has been adjusted based upon the level of
working capital, cash and debt as well as certain other expenditures relating to
the transaction in the acquired business on the closing date.
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 (https://na01.safelinks.protection.outlook.com/?url=http://www.ahlst
rom
-munksjo.com&data=02|01|patrik.sundqvist@cision.com|bf77b07753524b493b6008d646258
9c3|887bf9ee3c824b88bcb280d5e169b99b|1|0|636773524379842893&sdata=2f6+LpfizHZGS4F
Oc0Pae2U1QD44vhJzm0a6S7U9gcQ=&reserved=0).

Attachments:

11193305.pdf