ALPHARETTA - Nonwovens fabric manufacturers Schweitzer-Mauduit International (SWM) and Neenah, Inc. have entered into a definitive agreement to combine in an all-stock merger of equals.
With combined revenues of approximately $3 billion, expanded scale and capabilities and accelerated growth opportunities, the transaction brings together two organizations with highly complementary technologies, geographies and product portfolios in specialty materials. In particular, the joint company will capitalize on existing trends with strong positions in key categories including filtration, healthcare, tape, packaging, release liners, and adhesive solutions.
Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, shareholders of Neenah will receive 1.358 shares of SWM common stock for each share of Neenah common stock owned. Following the closing of the transaction, SWM shareholders will own approximately 58% of the combined company, and Neenah shareholders will own approximately 42% of the combined company, in each case, on a fully diluted basis.
Welcoming the deal, Dr. Jeff Kramer, Chief Executive Officer of SWM said the merger was an exciting next step and one that will deliver significant shareholder value. "SWM has earned a reputation as a critical solutions provider," he said. "The combination with Neenah is a continuation of our strategic intent to solve our customers’ most complex design challenges. We are excited by the numerous benefits of this merger, including the significantly broadened customer base, product lines and technical expertise. At the same time, combining the talented teams, cultures and well-run operations of Neenah and SWM will enhance our position as a world-class leader across our end-markets, poised to drive long-term growth and attractive returns. We look forward to working with the Neenah team to unlock the tremendous value of this compelling combination for all stakeholders.”
Julie Schertell, President and Chief Executive Officer of Neenah added: "This combination is a unique opportunity to accelerate our growth strategy and continue the transformation of our business, creating a global leader in specialty materials with strong and defensible positions in attractive end-markets.
"Merging our two companies enhances our ability to grow and solve the needs of our customers for demanding, innovative products that address global challenges such as the necessity for clean water and air, sustainable alternatives, and enhanced health and wellness. The synergy potential for this transaction is significant, and the all-stock structure enables shareholders of both companies to participate in the substantial value creation and future growth opportunities of the combined company."
The combined company will remain headquartered in Alpharetta, Georgia and will be led by a proven management team that reflects the strengths and capabilities of both organizations. Upon close, Julie Schertell, president and chief executive officer of Neenah, will serve as president and chief executive officer of the combined company. Dr. Jeff Kramer, chief executive officer of SWM, will serve as a strategic advisor. A new name for the combined company will be selected in connection with the merger.
The new Board will consist of nine directors, five of whom will be from the SWM Board and four of whom will be from the Neenah Board, including Ms. Julie Schertell. John D. Rogers, non-executive chairman of the SWM Board, will serve as non-executive chair of the combined company’s Board of Directors.
