The acquisition of Ahlstrom Oyj in 2021 and subsequent redemption procedure
On September 24, 2020, Ahlstrom Holding 3 Oy (previously named first Spa Holdings 3 Oy until August 2021 and, subsequently, Ahlstrom-Munksjö Holding 3 Oy until January 2023), a consortium consisting of Ahlström Capital, funds managed or advised by Bain Capital as well as Viknum and Belgrano Inversiones, made a public recommended cash tender offer for all shares in Ahlstrom Oyj (previously named Ahlstrom-Munksjö Oyj until January 2023). Ahlstrom Holding 3 Oy received an ownership of more than 90% on February 4, 2021 and started a compulsory redemption procedure and applied for the delisting of the shares from Nasdaq Helsinki and Nasdaq Stockholm.
On April 16, Nasdaq Stockholm approved the delisting application and resolved that the last day of trading in Ahlstrom Oyj’s shares was May 31, 2021. On June 23, 2021 it was announced that Ahlstrom Holding 3 Oy had posted security approved by the arbitral tribunal appointed by the Redemption Board of the Finland Chamber of Commerce in connection with the redemption proceedings concerning the minority shares in Ahlstrom Oyj, and thus gained title to all the shares in Ahlstrom Oyj in accordance with Chapter 18, Section 6 of the Finnish Companies Act. The shares in Ahlstrom Oyj were delisted as of June 23 from the official list of Nasdaq Helsinki.
On February 25, 2022, the arbitral tribunal appointed by the Redemption Board of the Finland Chamber of Commerce rendered its decision according to which the redemption price payable by Ahlstrom Holding 3 Oy for the 10,755,918 Ahlstrom Oyj’s minority shares that are subject to mandatory redemption shall be EUR 21.55 per share.
On April 29, 2022, Ahlstrom Holding 3 Oy filed an appeal with the District Court of Helsinki, requesting the District Court to confirm the redemption price of the minority shares in Ahlstrom Oyj to be EUR 17.84 per share. The requested redemption price of EUR 17.84 corresponds with the price offered in the public tender offer. Amongst others, the trustee who represents the minority shareholders, has also filed their appeal with the District Court. The current estimate is that the District Court will issue its judgment by the end of June 2023. The judgment may, however, still be appealed to the Supreme Court, if the latter grants leave to appeal, in which case the appeal proceedings could last until the end of 2024 or the beginning of 2025.
According to the Companies Act, the redemption price falls due after a month has passed from the judgment on redemption becoming res judicata, i.e. non-appealable. The unpaid redemption price is subject to interest in accordance with Chapter 18, Section 7 of the Finnish Companies Act. The reference rate referred to therein (at 2.5% as of 1 January, 2023) is subject to bi-annual adjustments, with the next adjustment due on 1 July, 2023. However, the redemption price may be paid up to the undisputed price of EUR 17.84 per share already during the course of the appeal proceedings.
For more detailed information, please read the announcement release.
Vice President, Group Investor Relations
Tel. +358 10 888 4994
Director, Corporate Communications and Responsibility
+358 10 888 4172
Trustee representative of Ahlstrom-Munksjö's minority shareholders during the redemption process
Attorney at law
+358 40 506 8757