Ahlstrom-Munksjö: Notice of Change of Control Event to Holders of Notes
AHLSTROM-MUNKSJÖ OYJ STOCK EXCHANGE RELEASE February 5, 2021 at 10:10 a.m. EET
This notice is made in respect of the EUR 250 million senior unsecured 1.875 percent notes due 2022 (the “Notes”).
Ahlstrom-Munksjö Oyj (“Ahlstrom-Munksjö”) hereby gives this notice to the holders of the Notes (the “Noteholders”) that a “Change of Control Event” pursuant to Condition 11 of the terms and conditions of the Notes has occurred.
On January 20, 2021 Spa Holdings 3 Oy announced that, together with certain other share purchases, its holding of the shares and voting rights in Ahlstrom-Munksjö will increase to approximately 81.0 percent after it completes its voluntary public cash tender offer to acquire all of the issued and outstanding shares in Ahlstrom-Munksjö that are not held by Ahlstrom-Munksjö or any of its subsidiaries. The settlement of such tender offer has taken place on February 4, 2021 and, therefore, pursuant to Condition 11 of the terms and conditions of the Notes, a Change of Control Event has occurred.
As a result of the Change of Control Event, the Noteholders may require prepayment of the Notes as provided in the terms and conditions of the Notes. Ahlstrom-Munksjö will, on the prepayment date of April 13, 2021, being the date falling forty-five (45) business days after the publication of this notice (the “CoC Prepayment Date”), prepay the nominal principal amount of, and the interest accrued but unpaid on the Notes until (but excluding) the CoC Prepayment Date, but without any premium or penalty, held by Noteholders who have required prepayment of the Notes held by them by a written notice to be given by a letter or e-mail to Ahlstrom-Munksjö at the following address:
Ahlstrom-Munksjö Oyj
Alvar Aallon katu 3 C
FI-00100 Helsinki
Telephone: +358 (0)10 888 0
Attention: Chief Executive Officer
Email: transactions@ahlstrom-munksjo.com
no later than March 19, 2021 i.e. fifteen (15) business days before the CoC Prepayment Date. The written notice should be submitted as instructed on the attachment to this release.
Managers of nominee accounts are requested to send this notice and the related instructions to the beneficial owners of the Notes.
If Notes representing more than seventy-five (75) percent of the aggregate nominal principal amount of the Notes have been prepaid pursuant to Condition 11 of the terms and conditions of the Notes on the CoC Prepayment Date, Ahlstrom-Munksjö is entitled to prepay also all the remaining outstanding Notes at their nominal principal amount of, and the interest accrued but unpaid on the Notes, but without any premium or penalty, by notifying the relevant Noteholders of its intention to do so no later than fifteen (15) business days after the CoC Prepayment Date.
Additional information
Reetta Antila, Vice President, Group Treasury, +358 50 599 3114
Johan Lindh, Vice President, Group Communications and Investor Relations, +358 10 888 4994
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 everyday 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