Nasdaq Helsinki Ltd: Spa Holdings 3 Oy supplements the tender offer document relating to the public cash tender offer for all the shares in Ahlstrom-Munksjö Oyj

Spa Holdings 3 Oy supplements the tender offer document relating to the public
cash tender offer for all the shares in Ahlstrom-Munksjö Oyj 



SPA HOLDINGS 3 OY      STOCK EXCHANGE RELEASE    October 28, 2020 at 6:45 p.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. 



Spa Holdings 3 Oy supplements the tender offer document relating to the public
cash tender offer for all the shares in Ahlstrom-Munksjö Oyj 



As previously announced, Spa Holdings 3 Oy (the "Offeror") and Ahlstrom-Munksjö
Oyj (the "Company" or "Ahlstrom-Munksjö") have on September 24, 2020 entered
into a combination agreement pursuant to which the Offeror has made a 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 "Shares" or, individually, a "Share") (the "Tender Offer").
The Offeror has published a tender offer document, dated October 21, 2020,
concerning the Tender Offer (the "Tender Offer Document"). The offer period for
the Tender Offer commenced on October 22, 2020, at 9:30 a.m. (Finnish time) and
will expire on December 30, 2020, at 4:00 p.m. (Finnish time), unless the offer
period is extended or any extended offer period is discontinued as described in
the terms and conditions of the Tender Offer. 



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", an indirect wholly-owned
subsidiary of Ahlström Capital Oy), Viknum AB ("Viknum") and Belgrano
Inversiones Oy ("Belgrano Inversiones") form a consortium (the "Consortium")
for the purposes of the Tender Offer. 



The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the supplement to the Tender Offer Document (the
"Supplement Document"). The Supplement Document relates to the unaudited
consolidated interim report of Ahlstrom-Munksjö as at and for the nine months
ended September 30, 2020, published by Ahlstrom-Munksjö on October 28, 2020
(the "Interim Report"). The Supplement Document and the Interim Report are
attached as Appendix 1 to this stock exchange release. In addition, the Interim
Report has been included as Annex D to the Tender Offer Document. 



The Finnish language versions of the Tender Offer Document and the Supplement
Document are available on the internet at tenderoffer.fi/ahlstrom-munksjo/fi
and www.nordea.fi/ahlstrom-munksjo-ostotarjous as of October 28, 2020. The
English language translations of the Tender Offer Document and the Supplement
Document are available on the internet at tenderoffer.fi/ahlstrom-munksjo and
www.nordea.fi/ahlstrom-munksjo-offer as of October 28, 2020. 



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



Ahlstrom Capital is currently the indirect wholly-owned subsidiary of Ahlström
Capital Oy. 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 Ltd and Nasdaq Stockholm AB. 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 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 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 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 A TENDER OFFER DOCUMENT AND/OR SUPPLEMENT DOCUMENT. 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, WHEN PUBLISHED, 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 LTD AND THE HELSINKI TAKEOVER CODE AND THE
INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN
DISCLOSED IF THIS ANNOUNCEMENT 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 will be 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 announcement 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 announcement, 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 authorised 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 announcement, 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, authorised 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. 



Appendix 1: Supplement Document and Interim Report

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=796115