2018-11-19 07:02:19 CET
2018-11-19 07:02:26 CET
REGULATED INFORMATION
Ahlstrom-Munksjö Oyj - Other information disclosed according to the rules of the Exchange
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This stock exchange release may not be published or distributed, in whole or in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 Pro Pro forma Pro forma Pro forma Pro
-Munksjö forma Caieiras Expera Caieiras forma
Historical Expera Financing Financing total
ASSETS
Non-current
assets
Property, 841.3 198.7 41.7 - - 1,081.6
plant and
equipment
Goodwill 428.0 176.7 29.2 - - 633.8
Other 297.2 179.0 26.0 - - 502.2
intangible
assets
Equity - - - - - -
accounted
investments
Other 1.6 0.1 - - - 1.7
investments
Other 8.6 2.3 0.1 - - 11.0
receivables
Deferred tax 2.5 0.5 0.3 - - 3.3
assets
Total non 1,579.1 557.2 97.2 - - 2,233.6
-current
assets
Current assets
Inventories 329.5 90.8 12.4 - - 432.8
Trade and 300.1 62.9 15.0 -0.8 - 377.1
other
receivables
Income tax 2.4 1.1 0.2 1.8 0.0 5.5
receivables
Cash and cash 194.9 -521.4 -89.5 524.2 70.9 179.1
equivalents
Total current 826.9 -366.6 -61.9 525.2 70.9 994.5
assets
TOTAL ASSETS 2,406.0 190.7 35.3 525.2 70.9 3,228.1
EQUITY AND
LIABILITIES
Equity
attributable
to parent
company’s
shareholders
Issued capital 85.0 - - - - 85.0
Reserve for 517.6 - - 144.5 - 662.1
invested
unrestricted
equity
Other reserves 294.3 -2.0 - - - 292.3
and treasury
shares
Retained 127.7 -4.1 -0.1 -1.6 -0.0 121.8
earnings
Total equity 1,024.6 -6.2 -0.1 142.8 -0.0 1,161.2
attributable
to
parent
company’s
shareholders
Non 9.8 - - - - 9.8
-controlling
interests
Total equity 1,034.4 -6.2 -0.1 142.8 -0.0 1,171.0
Non-current
liabilities
Non-current 532.4 10.7 - 412.6 70.9 1,026.6
borrowings
Other non 0.7 0.0 - - - 0.7
-current
liabilities
Employee 90.3 - - - - 90.3
benefit
obligations
Deferred tax 94.0 59.1 13.9 - - 167.0
liabilities
Provisions 12.8 8.8 - - - 21.6
Total non 730.2 78.6 13.9 412.6 70.9 1,306.2
-current
liabilities
Current
liabilities
Current 119.2 46.5 - -30.0 - 135.7
borrowings
Trade and 507.4 71.6 20.4 -0.3 - 599.2
other payables
Income tax 9.5 0.0 1.1 - - 10.6
liabilities
Provisions 5.3 0.1 - - - 5.4
Total current 641.4 118.2 21.5 -30.3 - 750.8
liabilities
Total 1,371.6 196.8 35.4 382.3 70.9 2,057.1
liabilities
TOTAL EQUITY 2,406.0 190.7 35.3 525.2 70.9 3,228.1
AND
LIABILITIES
Unaudited Pro Forma Combined Income Statement for the Nine Months Ended
September 30, 2018
In EUR million, Ahlstrom Pro Pro Pro forma Pro forma Pro
unless otherwise -Munksjö forma forma Expera Caieiras forma
indicated Historical Expera Caieiras Financing Financing total
Net sales 1,725.8 470.5 65.9 - - 2,262.2
Other operating 6.3 1.2 - - - 7.5
income
Total operating 1,732.1 471.7 65.9 - - 2,269.7
income
Operating costs
Changes in 28.8 0.4 0.2 - - 29.4
inventories of
finished
goods and work in
progress
Materials and -860.9 -191.4 -43.1 - - -1,095.5
supplies
Other operating -408.6 -119.4 -5.9 - - -533.9
expenses
Personnel costs -306.3 -116.3 -7.8 - - -430.4
Depreciation and -88.7 -20.7 -5.3 - - -114.8
amortization
Total operating -1,635.8 -447.5 -61.9 - - -2,145.2
costs
Share of profit - - - - - -
in equity
accounted
investments
Operating result 96.3 24.2 3.9 - - 124.5
Financial income 9.0 - 0.5 - - 9.5
Financial -21.0 -2.1 -0.2 -11.7 -4.6 -39.6
expenses
Net financial -12.0 -2.1 0.3 -11.7 -4.6 -30.1
items
Profit/(loss) 84.3 22.1 4.3 -11.7 -4.6 94.3
before tax
Taxes -21.6 -4.5 -1.7 2.7 1.6 -23.5
Net profit 62.7 17.6 2.5 -9.0 -3.0 70.8
Net profit
attributable to:
Parent company’s 61.4 17.6 2.5 -9.0 -3.0 69.5
shareholders
Non-controlling 1.3 - - - - 1.3
interests
Earnings per
share,
attributable to
the equity
holders of the
parent
company
Basic, EUR 0.64 0.60
Diluted, EUR 0.64 0.60
Unaudited Pro Forma Combined Income Statement for the Year Ended December 31,
2017
In EUR Ahlstrom Merger and Pro Pro Pro forma Pro forma
Pro
million, -Munksjö Related forma forma Expera Caieiras
forma
unless Historical Refinancing Expera Caieiras Financing Financing
total
otherwise (Audited)
indicated
Net sales 1,959.9 272.6 637.9 91.0 - -
2,961.5
Other 12.7 7.0 1.5 - - -
21.2
operating
income
Total 1,972.6 279.6 639.4 91.0 - -
2,982.6
operating
income
Operating
costs
Changes in -6.4 2.8 -3.2 0.8 - -
-6.0
inventories
of
finished
goods and
work in
progress
Materials -920.2 -119.9 -249.8 -54.5 - -
-1,344.3
and
supplies
Other -472.0 -65.8 -178.1 -13.4 - -
-729.4
operating
expenses
Personnel -363.7 -52.8 -160.4 -12.7 - -
-589.6
costs
Depreciation -106.6 -19.9 -30.9 -8.4 - -
-165.8
and
amortization
Total -1,868.9 -255.6 -622.5 -88.2 - -
-2,835.2
operating
costs
Share of -0.2 - - - - -
-0.2
profit
in equity
accounted
investments
Operating 103.5 24.0 16.9 2.8 - -
147.3
result
Financial 9.5 4.6 - 0.4 - -
14.5
income
Financial -35.7 -7.4 -2.1 -0.3 -20.8 -7.5
-73.8
expenses
Net -26.2 -2.8 -2.1 0.1 -20.8 -7.5
-59.3
financial
items
Profit/(loss) 77.3 21.2 14.8 2.9 -20.8 -7.5
88.0
before tax
Taxes -10.8 -6.9 -4.5 3.9 4.7 2.5
-11.1
Net profit 66.5 14.3 10.3 6.8 -16.1 -5.0
76.9
Net profit
attributable
to:
Parent 65.9 14.2 10.3 6.8 -16.1 -5.0
76.2
company’s
shareholders
Non 0.6 0.1 - - - -
0.7
-controlling
interests
Earnings per
share,
attributable
to
the equity
holders of
the
parent
company
Basic, EUR 0.78
0.66
Diluted, EUR 0.78
0.66
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 For the nine months For the year ended
million, unless otherwise ended September 30, December 31, 2017
indicated 2018
Net sales by business area
Decor 336.7 431.8
Filtration and Performance 510.0 665.3
Industrial Solutions 527.9 678.4
Specialties 439.4 574.3
North America Specialty 470.5 637.9
Solutions
Other and eliminations -22.3 -26.2
Total net sales 2,262.2 2,961.5
Comparable EBITDA by business
area
Decor 27.1 44.0
Filtration and Performance 90.1 120.6
Industrial Solutions 80.6 112.2
Specialties 29.7 52.9
North America Specialty 44.9 62.4
Solutions
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 9.5 % 9.8 %
Solutions
Other and eliminations n/a n/a
Total comparable EBITDA 11.4 % 12.4 %
margin
Pro forma net debt as at September 30, 2018
In EUR million Pro forma total
Assets
Cash and cash equivalents 179.1
Liabilities
Non-current borrowings 1,026.6
Current borrowings 92.21)
Net debt 939.8
__________________________________
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
Net debt 939.8
Total equity 1,171.0
Gearing, % 80.3
The definitions and reasons for the use of financial key indicators
Key figure Definition Reasons for the use
EBITDA Operating EBITDA is the indicator to measure the
result before performance of the Group
depreciation
and
amortization
Comparable EBITDA Comparable EBITDA and comparable EBITDA margin
EBITDA excluding are presented in addition to EBITDA, to
items reflect the underlying business performance
affecting and to enhance comparability from period to
comparability period. The Company believes that these
comparable performance measures provide
meaningful supplemental information by
excluding items outside ordinary course of
business
Comparable Comparable
EBITDA margin, EBITDA / net
% sales
Items Material items
affecting outside
comparability 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 Net debt is an indicator to measure the total
and current external debt financing of the Group
borrowing less
cash and cash
equivalents
Gearing ratio, Net debt / The Group believes that Gearing ratio helps to
% total equity 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 |For the |For the |For the |
|
|three-month|nine |nine |year |
|
|period |-month |-month |ended |
|
|ended |period |period |December |
|
|September |ended |ended |31, 2017 |
|
|30, 2018 |September|September| |
|
| |30, 2018 |30, 2017 | |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|USD in thousands, unless otherwise indicated
|(unaudited, |
|
|unless |
|
|otherwise |
|
|indicated) |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|
| | | | |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|
| | | | |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|Net
sales..........................................................................|1
83,470 |562,437 |544,182 |720,5051)|
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|EBITDA..........................................................................
...|12,7222) |46,3613) |54,6014) |66,7575) |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|Comparable EBITDA..........................................................
|17,5112) |52,7213) |53,2914) |70,4945) |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|Comparable EBITDA %......................................................
|102) |93) |104) |105) |
+-------------------------------------------------------------------------------
----+-----------+---------+---------+---------+
|Depreciation, amortization and accretion/(depletion)....... Capital
|4,027 6,735|13,209 |15,314 |20,770 |
|expenditures........................................................
| |15,134 |23,022 |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, 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.
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).
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