EU Commission gives green light to Ahlstrom
TextileFuture has reported several times on the latest developments to combine Finnish Ahstrom’s (high performance fibre based materials) Label and Processing business with Munksjö AB. After some additional concessions the EU Commission has now given the go ahead
On May 24, 2013 the EU Commission formally approved the combining of the two business, and therefore Ahlstrom and Munksjö are initiating the final steps of closing procedures of the first phase of the transaction, in which LP Europe, the European part of Ahlstrom’s Label and Processing business, will be combined with Munksjö. The completion is to take place on May 27, 2013. The clearance from CADE, the Brazilian competition authority has been received before.
The approval is subject to the divestiture of Ahlstrom’s abrasive paper backings and pre-impregnated decor paper lines in Osnabrück (D), to a third party. Ahlstrom has started to prepare for the divestiture process and is looking into different alternatives to divest the regarding businesses.
The divestment process does not hinder Ahlstrom from closing the first phase of the transaction and Ahlstrom shareholders will receive new shares in Munksjö Oyj as a demerger consideration in the LP European Demerger. The Helsinki Stock Exchange has already approved the listing of Munksjö Oyj’s shares on its exchange. The number of shares to be issued as demerger-compensations for shareholders, are determined from trading closed on May 25, 2013. The shareholders of Ahlstrom Corporation will receive 0.25 new shares in Munksjö Oyj for each Ahlstrom share (the ratio is 4 : ). There will be no demerger consideration for the shares held by Ahlstrom Corporation. The new Munksjö shares carry a right to dividend and other shareholders rights as per May 27, 2013.
The Board of Directors of Munksjö Oyj have determined on May 4, 2013 to issue 14865357 new shares in the aggregate value of approximately EUR 128.5 million to Ahlstrom Munksjö Luxembourg Holding (holding new around 32.1 % of shares and votes) , Munksjö AB, Ilmarinen Mutual Pension Insurance and Varma Mutual Pension Insurance Company. Ahlstrom’s share of the issue amounted to around EUR 78.5 million or to 9081171 new shares in Munksjö Oyj. Also new issued shares in Mujnksjö Oyj were issued to the shareholders of Mujnksjö AB in exchange for the transfer of all Munksjö AB shares to Mujnksjö Oyj as a share exchange transaction.
The second phase of the transaction, the demerger of Coated Specialities in Brazil, is expected to be completed during the second half of 2013. When this transaction has taken place, the shareholders of Ahlstrom will receive a further demerger consideration of 0.265 new shares in Munksjö Corporation for each share in Ahlstrom Corporation. No demerger consideration will be paid on the own shares held by Ahlstrom Corporation.
Ahlstrom will call in a new extraordinary general meeting for its shareholder on July 4, 2013 to approve the demerger plan for Coated Specialties, since the current authorisation for the demerger expires on May 27, 2013.