Nasdaq Helsinki Ltd: Preliminary result of the subsequent offer period of Spa Holdings 3 Oy's voluntary recommended public cash tender offer for all the shares in Ahlstrom-Munksjö Oyj

SPA HOLDINGS 3 OY                INSIDE INFORMATION            February 5, 2021
at 11:30 a.m. EET 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. 



Preliminary result of the subsequent offer period of Spa Holdings 3 Oy's
voluntary recommended public cash tender offer for all the shares in
Ahlstrom-Munksjö Oyj 



On October 22, 2020, Spa Holdings 3 Oy (the "Offeror") commenced a voluntary
public cash tender offer to acquire all of the issued and outstanding shares in
Ahlstrom-Munksjö Oyj ("Ahlstrom-Munksjö" or the "Company") that are not held by
Ahlstrom-Munksjö or any of its subsidiaries (the "Shares" or, individually, a
"Share") (the "Tender Offer"). The offer period for the Tender Offer commenced
on October 22, 2020, at 9:30 a.m. (Finnish time) and expired on January 14,
2021, at 4:00 p.m. (Finnish time). On January 21, 2021, at 9:30 a.m. (Finnish
time), the Offeror commenced a subsequent offer period (the "Subsequent Offer
Period") in accordance with the terms and conditions of the Tender Offer, which
expired on February 4, 2021, at 4:00 p.m. (Finnish time). 



Spa (BC) Lux Holdco S.à r.l. ("Bain Luxco") (a vehicle owned and controlled by
funds managed or advised by Bain Capital Private Equity (Europe), LLP, and/or
its affiliates (together "Bain Capital" and such funds being the "Bain Capital
Funds")), Ahlstrom Invest B.V. ("Ahlstrom Capital"), Viknum AB ("Viknum") and
Belgrano Inversiones Oy ("Belgrano Inversiones") have formed a consortium (the
"Consortium") for the purposes of the Tender Offer. 



According to the preliminary result of the Subsequent Offer Period, the Shares
validly tendered and accepted during the Subsequent Offer Period represent
approximately 8.94 per cent of all the Shares and voting rights carried by the
Shares in Ahlstrom-Munksjö. The Shares validly tendered and accepted during the
Subsequent Offer Period, together with the Shares validly tendered and accepted
during the initial offer period (as extended) and otherwise acquired by the
Offeror through market purchases until February 4, 2021, represent
approximately 90.0026 per cent of all the Shares and voting rights carried by
the Shares in Ahlstrom-Munksjö. 



The Offeror will announce the final percentage of the Shares validly tendered
and accepted during the Subsequent Offer Period on or about February 9, 2021.
The offer price for the Shares validly tendered and accepted during the
Subsequent Offer Period will be paid to the shareholders on or about February
10, 2021 with regard to Shares registered with Euroclear Finland Oy and on or
about February 11, 2021 with regard to Shares registered with Euroclear Sweden
AB in accordance with the payment procedures described in the terms and
conditions of the Tender Offer. The actual time of receipt of the payment by
tendering shareholders will depend on the schedule for payment transactions
between financial institutions. 



As communicated earlier, the Offeror's intention is to apply for the shares in
Ahlstrom-Munksjö to be delisted from Nasdaq Helsinki Ltd ("Nasdaq Helsinki")
and from Nasdaq Stockholm AB ("Nasdaq Stockholm"), respectively, as soon as
permitted and reasonably practicable under the applicable laws and regulations
and the rules of Nasdaq Helsinki and Nasdaq Stockholm. Provided that the final
result of the Tender Offer confirm that the Offeror's holdings in
Ahlstrom-Munksjö exceeds 90 per cent of all the Shares and voting rights
carried by the Shares in Ahlstrom-Munksjö after the settlement of the Shares
tendered in the Tender Offer, the Offeror will initiate compulsory redemption
proceedings to acquire the remaining Shares in accordance with the Finnish
Companies Act. 



The Offeror, Bain Luxco, Ahlstrom Capital, Viknum and Belgrano Inversiones may
each continue to acquire Shares on or after the date of this stock exchange
release in public trading on Nasdaq Helsinki, Nasdaq Stockholm or otherwise. 



Investor and Media enquiries:



Ahlstrom-Munksjö Oyj

Johan Lindh, Vice President, Group Communications and Investor Relations, +358
10 888 4994, [e-mail] 

Juho Erkheikki, Investor Relations Manager, [phone],
[e-mail] 



Ahlström Capital Oy

Camilla Sågbom, Director, Corporate Communications and Responsibility, +358 10
888 4172, [e-mail] 



Bain Capital

Ed Gascoigne-Pees, [phone], [e-mail]

Candice Adam, [phone], [e-mail]



Viknum AB

Mattias Arnelund, CEO, [e-mail]



Belgrano Inversiones Oy

Alexander Ehrnrooth, Chairman of the Board, [e-mail]



ABOUT THE CONSORTIUM



Ahlström Capital Oy is a family-owned investment company that focuses its
investment activity on industrial companies, real estate and forestry. In 2019,
the annual revenue of Ahlström Capital Oy's portfolio companies was
approximately EUR 5 billion and the portfolio companies employed approximately
15,500 people in 29 countries. Ahlström Capital Oy and Ahlstrom-Munksjö share
almost 170 years of common history. 



Viknum is a wholly-owned subsidiary of Nidoco AB ("Nidoco"). Nidoco is a
Swedish investment company whose strategy is to create long-term value through
active ownership of public and private companies. Nidoco is currently a leading
shareholder of three listed companies with head offices in the Nordic region
and it has direct and indirect investments in more than 250 unlisted companies
globally. In total, Nidoco's subsidiaries and associate companies generate
annual sales in excess of EUR 6.7 billion and have more than 15,000 employees.
Nidoco is an independent part of the Virala Group, which is owned by Alexander
and Albert Ehrnrooth. 



Belgrano Inversiones is an investment company owned by Alexander Ehrnrooth.



Bain Luxco is owned and controlled by the Bain Capital Funds. Bain Capital is
one of the most successful and active private equity firms in the world. Since
its inception in 1984, it has made private equity investments in over 345
standalone businesses and currently manages approximately USD 100 billion of
capital. Bain Capital has over 520 investment professionals worldwide spread
throughout its global network in Europe, Asia and North America. Bain Capital
has made numerous successful and value-enhancing investments and exits in the
Nordic region over the past years, including Securitas Direct Verisure Group,
Europe's leading provider of professionally monitored home alarm systems and
connected smart home services, Bravida, a leading Nordic supplier of
electrical, heating and plumbing and HVAC services, EWOS, a leading supplier of
feed and nutrition for the international aquaculture industry, and Nets, a
leading Northern European provider of payments, information and digital
identity solutions. 



ABOUT AHLSTROM-MUNKSJÖ



Ahlstrom-Munksjö is a public limited liability company incorporated under the
laws of Finland with its shares admitted to trading on the official list of
Nasdaq Helsinki and Nasdaq Stockholm. Ahlstrom-Munksjö is a global leader in
innovative and sustainable fiber-based materials, supplying solutions to its
customers worldwide. Ahlstrom-Munksjö's products are used in a broad range of
industrial applications and consumer-driven products and processes, such as
everyday consumables, health care and life science, homebuilding and furniture
as well as transportation and industrial end-use segments. Ahlstrom-Munksjö's
offering includes filter materials, release liners, food and beverage
processing and packaging materials, decor papers, abrasive and tape backings,
electrotechnical insulation paper, glass fiber materials, medical fabrics and
solutions for diagnostics, and a range of other specialty papers and pulp for
industrial and consumer end-uses. The solutions are designed and produced to
meet and exceed specific customer demands concerning quality and functionality
to ensure added value to customers. The products are developed in close
cooperation with customers and other stakeholders in the value-chain, requiring
experience and expertise within the production of specialty papers and
fiber-based solutions. Ahlstrom-Munksjö aims to continuously improve its
offering of products, applications, and solutions that address sustainable
functionality and design. Ahlstrom-Munksjö serves more than 7,000 customers in
over 100 countries. 



IMPORTANT INFORMATION



THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH
THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 



THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER
OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN THE TENDER OFFER DOCUMENT AND SUPPLEMENT DOCUMENTS.
OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER
AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY
TENDER OFFER DOCUMENT OR SUPPLEMENT DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. 



THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS AND SUPPLEMENT DOCUMENTS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF,
OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID. 



THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
STOCK EXCHANGE RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF
JURISDICTIONS OUTSIDE OF FINLAND. 



Information for shareholders of Ahlstrom-Munksjö in the United States



Shareholders of Ahlstrom-Munksjö in the United States are advised that the
Shares are not listed on a U.S. securities exchange and that Ahlstrom-Munksjö
is not subject to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to,
and does not, file any reports with the U.S. Securities and Exchange Commission
(the "SEC") thereunder. 



The Tender Offer is made for the issued and outstanding shares of
Ahlstrom-Munksjö, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is made in the United
States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, and
otherwise in accordance with the disclosure and procedural requirements of
Finnish law, including with respect to the Tender Offer timetable, settlement
procedures, withdrawal, waiver of conditions and timing of payments, which are
different from those of the United States. In particular, the financial
information included in this stock exchange release has been prepared in
accordance with applicable accounting standards in Finland, which may not be
comparable to the financial statements or financial information of U.S.
companies. The Tender Offer is made to Ahlstrom-Munksjö's shareholders resident
in the United States on the same terms and conditions as those made to all
other shareholders of Ahlstrom-Munksjö to whom an offer is made. Any
informational documents, including this stock exchange release, are being
disseminated to U.S. shareholders on a basis comparable to the method that such
documents are provided to Ahlstrom-Munksjö's other shareholders. 



To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender
Offer, and other than pursuant to the Tender Offer, directly or indirectly
purchase or arrange to purchase Shares or any securities that are convertible
into, exchangeable for or exercisable for Shares. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about such purchases or
arrangements to purchase is made public in Finland, such information will be
disclosed by means of a press release or other means reasonably calculated to
inform U.S. shareholders of Ahlstrom-Munksjö of such information. In addition,
the financial advisers to the Offeror may also engage in ordinary course
trading activities in securities of Ahlstrom-Munksjö, which may include
purchases or arrangements to purchase such securities. To the extent required
in Finland, any information about such purchases will be made public in Finland
in the manner required by Finnish law. 



Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States. 



The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares is urged to consult its independent professional advisers
immediately regarding the tax consequences of accepting the Tender Offer. 



It may be difficult for Ahlstrom-Munksjö's shareholders to enforce their rights
and any claims they may have arising under the U.S. federal securities laws,
since the Offeror and Ahlstrom-Munksjö are located in non-U.S. jurisdictions
and some or all of their respective officers and directors may be residents of
non-U.S. jurisdictions. Ahlstrom-Munksjö shareholders may not be able to sue
the Offeror or Ahlstrom-Munksjö or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Offeror and Ahlstrom-Munksjö and their respective
affiliates to subject themselves to a U.S. court's judgment. 



Disclaimer



PJT Partners (UK) Limited which is authorized and regulated by the Financial
Conduct Authority in the United Kingdom is acting exclusively for the Offeror
and no one else in connection with the matters described herein and will not be
responsible to anyone other than the Offeror for providing the protections
afforded to clients of PJT Partners (UK) Limited or for providing advice in
connection with the matters described herein. Neither PJT Partners (UK) Limited
nor any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of PJT Partners (UK) Limited in connection with this stock exchange
release, any statement contained herein or otherwise. 



Goldman Sachs International, which is authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for the
Offeror and no one else in connection with the Tender Offer and the matters set
out in this stock exchange release, and will not be responsible to anyone other
than the Offeror for providing the protections afforded to clients of Goldman
Sachs International, or for giving advice in connection with the Tender Offer
or any matter or arrangement referred to in this stock exchange release. 



Nordea Bank Abp is acting as financial adviser to the Offeror and arranger
outside of the United States and no one else in connection with the Tender
Offer, and will not regard any other person as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Offeror for
providing the protection afforded to clients of Nordea Bank Abp, nor for
providing advice in relation to the Tender Offer or the other matters referred
to in this stock exchange release. For the avoidance of doubt, Nordea Bank Abp
is not registered as a broker or dealer in the United States of America and
will not be engaging in direct communications relating to the Tender Offer with
investors located within the United States (whether on a reverse inquiry basis
or otherwise). U.S. shareholders should contact their brokers with any
questions relating to the Tender Offer. 



UBS Europe SE, authorized and regulated by the German Federal Financial
Supervisory Authority (BaFin) and the European Central Bank (ECB), is acting
exclusively for the Company and no one else in connection with the Tender Offer
or the matters referred to in this document, will not regard any other person
(whether or not a recipient of this document) as its client in relation to the
Tender Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Tender Offer or any other transaction or arrangement referred
to in this document.