Schweitzer-Mauduit International, Inc. (NYSE: SWM) (“SWM”) and
Neenah, Inc. (NYSE: NP) (“Neenah”), two leading global
manufacturers of specialty materials, today announced the future
executive leadership team and operating structure for the combined
company, effective upon completing their pending merger.
Executive Leadership Team
As previously announced, Julie Schertell, President and Chief
Executive Officer of Neenah, will serve as President, Chief
Executive Officer, and a member of the Board of Directors. Dr. Jeff
Kramer, Chief Executive Officer of SWM, will serve as a strategic
advisor. John D. Rogers, Non-Executive Chairman of the SWM Board,
will serve as Non-Executive Chair of the Board of Directors. The
senior leadership team announced today includes:
- Omar Hoek, Chief Operating Officer
- Andrew Wamser, Chief Financial Officer
- Ricardo Nuñez, General Counsel, Secretary & Chief
Compliance Officer
- Natalie Poteran, Chief Transformation Officer
- Sarma Malladi, Chief Information Officer
- Mike Rickheim, Chief Human Resources & Administrative
Officer
Two Reporting Segments
Upon closing, the new company will report results from two
reporting segments: Advanced Technical Materials and Fiber-Based
Solutions. The Advanced Technical Materials segment will deliver
solutions that filter and purify air and liquids, support adhesive
and protective applications, advance healing and wellness, and
solve some of material science’s most demanding performance needs.
The Fiber Based Solutions segment will leverage the combined
company’s extensive natural fiber capabilities to provide specialty
solutions for various end-uses, including sustainable packaging,
imaging & communications, home & office, consumer goods,
and other applications.
“Establishing this leadership team and business structure is an
important milestone in bringing together our two talented
organizations,” said Schertell. “The merger of Neenah and SWM has
tremendous potential, driven by the compelling strategic fit of our
businesses, significant synergy opportunity, and benefits of
additional scale. With a broader portfolio of products, expanded
technology suite, and enhanced geographic presence, we will be
stronger together and well-positioned for growth. We are combining
our collective leadership strengths, capabilities, and experiences
to assemble a powerful executive team that will drive growth,
expand our position as a leader in specialty materials, and deliver
on the promise of our combination, creating value for our
customers, employees, and shareholders.”
Dr. Kramer commented, “Having a strong and experienced
leadership team on day one is critical as we work to deliver on the
substantial, attainable value-creating opportunities ahead and
realize the full potential of this transformational merger. As
Julie and I work together, our goal is to create a unified model to
deliver on the promise of this combination. I look forward to
continued progress on our integration plans as we build a company
that is well-positioned to succeed with a best-in-class product
portfolio and deep expertise in material science and engineering
technologies that will drive innovation and solve our customers’
toughest challenges.”
As previously announced, on March 28, 2022, SWM and Neenah
agreed to combine in an all-stock merger of equals to create a ~$3
Billion global leader in specialty materials and solutions. The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”) expired on May 12, 2022,
satisfying one of the conditions to the closing of the transaction.
The transaction is expected to close in the second half of 2022,
subject to Neenah and SWM shareholder approval and other customary
closing conditions.
About SWM
Schweitzer-Mauduit International, Inc., operating as SWM
International, is a leading global performance materials company
focused on finding ways to improve everyday life by bringing
best-in-class innovation, design, and manufacturing solutions to
our customers. Our highly engineered films, adhesive tapes, foams,
nets, nonwovens, and papers are designed and manufactured using
resins, polymers, and natural fibers for a variety of industries
and specialty applications. SWM and its subsidiaries manufacture on
four continents, conduct business in over 90 countries and employ
approximately 5,000 people worldwide. For further information,
please visit SWM’s website at www.swmintl.com.
About Neenah, Inc.
Neenah is a leading global manufacturer of specialty materials
serving customers across six continents, with headquarters in
Alpharetta, Georgia. We are focused on growing filtration media,
specialty coatings, engineered materials, and imaging &
packaging. Our materials are used in various products every day,
such as transportation and water filters, premium packaging of
spirits, technology and beauty products, industrial labels, tapes
and abrasives, and digital printing for high-end apparel. To learn
more, please visit www.neenah.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to the safe harbor created by that Act and other
legal protections. Forward-looking statements include, without
limitation, those regarding EPS and other financial guidance,
acquisition integration and performance, growth prospects, future
end-market trends, the future effects of supply chain challenges
and price increases, future cash flows, net leverage, purchase
accounting impacts, effective tax rates, planned investments,
impacts of the COVID-19 pandemic on our operations, profitability,
and cash flow, and other statements generally identified by words
such as "believe," "expect," "intend," "guidance," "plan,"
"forecast," "potential," "anticipate," "confident," "project,"
"appear," "future," "should," "likely," "could," "may,", "will",
"typically," and similar words.
These forward-looking statements are prospective in nature and
not based on historical facts, but rather on current expectations
and on numerous assumptions regarding the business strategies and
the environment in which SWM and Neenah shall operate in the future
and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
those statements. No assurance can be given that such expectations
will prove to have been correct and persons reading this
presentation are therefore cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this communication. These statements are not guarantees of future
performance and involve certain risks and uncertainties, and
assumptions that may cause actual results to differ materially from
our expectations as of the date of this release. These risks
include, among other things, the following factors: risks
associated with pandemics and other public health emergencies,
including the continued impact of, and the governmental and third
party response to, the COVID-19 pandemic and its variant strains
(including any proposed new regulation concerning mandatory
COVID-19 vaccination of employees); changes in sales or production
volumes, pricing and/or manufacturing costs of reconstituted
tobacco products, cigarette paper (including for LIP cigarettes),
including any change by our customers in their tobacco and
tobacco-related blends for their cigarettes, their target inventory
levels and/or the overall demand for their products, new
technologies such as e-cigarettes, inventory adjustments and
rebalancings in our EP segment. Additionally, competition and
changes in AMS end-market products due to changing customer
demands; changes in the Chinese economy, including relating to the
demand for reconstituted tobacco, premium cigarettes and netting
and due to impact of tariffs; risks associated with the
implementation of our strategic growth initiatives, including
diversification, and the Company's understanding of, and entry
into, new industries and technologies; changes in the source and
intensity of competition in our commercial segments; our ability to
attract and retain key personnel, including in connection with the
Merger, labor shortages, labor strikes, stoppages or other
disruptions; weather conditions, including potential impacts, if
any, from climate change, known and unknown, seasonality factors
that affect the demand for virgin tobacco leaf and natural
disasters or unusual weather events; seasonal or cyclical market
and industry fluctuations which may result in reduced net sales and
operating profits during certain periods; increases in commodity
prices and lack of availability of such commodities, including
energy, wood pulp and resins, which could impact the sales and
profitability of our products; adverse changes in the oil, gas,
automotive, construction and infrastructure, and mining sectors
impacting key AMS segment customers; increases in operating costs
due to inflation or otherwise, such as labor expense, compensation
and benefits costs; changes in employment, wage and hour laws and
regulations in the U.S., France and elsewhere, including the loi de
Securisation de l'emploi in France, unionization rule and
regulations by the National Labor Relations Board in the U.S.,
equal pay initiatives, additional anti-discrimination rules or
tests and different interpretations of exemptions from overtime
laws; the impact of tariffs, and the imposition of any future
additional tariffs and other trade barriers, and the effects of
retaliatory trade measures; existing and future governmental
regulation and the enforcement thereof, for example relating to the
tobacco industry, taxation and the environment (including the
impact thereof on our Chinese joint ventures); new reports as to
the effect of smoking on human health or the environment; changes
in general economic, financial and credit conditions in the U.S.,
Europe, China and elsewhere, including the impact thereof on
currency exchange rates (including any weakening of the Euro and
Real) and on interest rates; the phasing out of USD LIBOR rates
after 2023 and the replacement with SOFR; changes in the manner in
which we finance our debt and future capital needs, including
potential acquisitions; the success of, and costs associated with,
our current or future restructuring initiatives, including the
granting of any needed governmental approvals and the occurrence of
work stoppages or other labor disruptions; changes in the discount
rates, revenue growth, cash flow growth rates or other assumptions
used by the Company in its assessment for impairment of assets and
adverse economic conditions or other factors that would result in
significant impairment charges; supply chain disruptions, including
the failure of one or more material suppliers, including energy,
resin and pulp suppliers, to supply materials as needed to maintain
our product plans and cost structure; international conflicts and
disputes, which restrict our ability to supply products into
affected regions, due to the corresponding effects on demand, the
application of international sanctions, or practical consequences
on transportation, banking transactions, and other commercial
activities in troubled regions; compliance with the FCPA and other
anti-corruption laws or trade control laws, as well as other laws
governing our operations; the pace and extent of further
international adoption of LIP cigarette standards and the nature of
standards so adopted; risks associated with our 50%-owned, non-U.S.
joint ventures relating to control and decision-making, compliance,
accounting standards, transparency and customer relations, among
others; a failure in our risk management and/or currency or
interest rate swaps and hedging programs, including the failures of
any insurance company or counterparty; the number, type, outcomes
(by judgment or settlement) and costs of legal, tax, regulatory or
administrative proceedings, litigation and/or amnesty programs,
including those in Brazil, France and Germany; the outcome and cost
of the LIP-related intellectual property litigation against Glatz
in Europe; risks associated with our technological advantages in
our intellectual property and the likelihood that our current
technological advantages are unable to continue indefinitely; risks
associated with acquisitions, dispositions, strategic transactions
and global asset realignment initiatives of SWM; costs and timing
of implementation of any upgrades or changes to our information
technology systems; failure by us to comply with any privacy or
data security laws or to protect against theft of customer,
employee and corporate sensitive information; changes in tax rates,
the adoption of new U.S. or international tax legislation or
exposure to additional tax liabilities; changes in construction and
infrastructure spending and its impact on demand for certain
products; potential loss of consumer awareness and demand for
acquired companies’ products if it is decided to rebrand those
products under the Company’s legacy brand names; the occurrence of
any event, change or other circumstances that could give rise to
the right of one or both of SWM and Neenah to terminate the merger
agreement; the outcome of any legal proceedings that may be
instituted against SWM, Neenah or their respective directors; the
ability to obtain regulatory approvals and meet other closing
conditions to the Merger on a timely basis or at all, including the
risk that regulatory approvals required for the Merger are not
obtained on a timely basis or at all, or are obtained subject to
conditions that are not anticipated or that could adversely affect
the combined company or the expected benefits of the transaction;
the ability to obtain approval by SWM shareholders and Neenah
shareholders on the expected terms and schedule; difficulties and
delays in integrating SWM and Neenah businesses; failing to fully
realize anticipated cost savings and other anticipated benefits of
the Merger when expected or at all; business disruptions from the
proposed Merger that will harm SWM’s or Neenah’s business,
including current plans and operations; potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the Merger, including as it relates
to SWM’s or Neenah’s ability to successfully renew existing client
contracts on favorable terms or at all and obtain new clients; the
substantial indebtedness SWM expects to incur and assume in
connection with the proposed transaction and the need to generate
sufficient cash flows to service and repay such debt; the
possibility that SWM may be unable to achieve expected synergies
and operating efficiencies within the expected time-frames or at
all and to successfully integrate Neenah’s operations with those of
SWM; uncertainty as to the long-term value of the common stock of
SWM following the Merger, including the dilution caused by SWM’s
issuance of additional shares of its common stock in connection
with the transaction; and other factors described elsewhere in this
document and from time to time in documents that we file with the
SEC.
All forward-looking statements made in this document are
qualified by these cautionary statements. Forward-looking
statements herein are made only as of the date of this document,
and neither SWM nor Neenah undertakes any obligation, other than as
may be required by law, to update or revise any forward-looking or
cautionary statements to reflect changes in assumptions, the
occurrence of events, unanticipated or otherwise, or changes in
future operating results over time or otherwise. For a more
detailed discussion of these factors, also see the information
under the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in SWM’s
and Neenah’s most recent annual reports on Form 10-K for the year
ended December 31, 2021, and any material updates to these factors
contained in any of SWM’s and Neenah’s future filings with the SEC.
The discussion of these risks is specifically incorporated by
reference into this release. The financial results reported in this
release are unaudited.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance unless expressed as such and should only be viewed as
historical data. The financial results reported in this release are
unaudited.
Additional Information and Where to Find It
In connection with the proposed Merger, on May 4, 2022 SWM filed
with the SEC a registration statement on Form S-4 to register the
shares of SWM’s common stock to be issued in connection with the
Merger (which registration statement has not yet been declared
effective). The registration statement includes a preliminary joint
proxy statement/prospectus which is not complete and will be
further amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY
BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT SWM, NEENAH AND THE PROPOSED MERGER.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from SWM at its website, www.swmintl.com, or from
Neenah at its website, www.neenah.com. Documents filed with the SEC
by SWM will be available free of charge by accessing SWM’s website
at www.swmintl.com under the heading Investor Relations, or,
alternatively, by directing a request by telephone or mail to SWM
at 100 North Point Center East, Suite 600, Alpharetta, Georgia
30022, Attention: Investor Relations (1-800-514-0186), and
documents filed with the SEC by Neenah will be available free of
charge by accessing Neenah’s website at www.neenah.com under the
heading Investor Relations or, alternatively, by directing a
request by telephone or mail to Neenah at 3460 Preston Ridge Road,
Alpharetta, Georgia 30005, Attention: Investor Relations:
(678-566-6500).
Participants in the Solicitation
SWM and Neenah and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of Neenah and SWM in connection with the
proposed Merger under the rules of the SEC. Information about SWM’s
directors and executive officers is available in SWM’s proxy
statement dated March 18, 2022 for its 2022 Annual Meeting of
Shareholders. Information about Neenah’s directors and executive
officers is available in Neenah’s proxy statement dated April 8,
2022 for its 2022 Annual Meeting of Shareholders. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the Merger when they become available. Investors
should read the joint proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the SEC’s
website at www.sec.gov or from Neenah or SWM using the sources
indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220516006051/en/
Investor Contacts Neenah, Inc. Kyle Anderson Vice
President, Corporate Strategy and Investor Relations (678) 518-3278
investors@neenah.com
SWM International Mark Chekanow Director, Investor Relations
(770) 569-4229 investors@swmintl.com
Media Contacts Neenah, Inc. Missy Elam Director,
Corporate Communications media@neenah.com (678) 518-3263
SWM International Mary Gibson Director, Enterprise
Communications mgibson@swmintl.com (770) 569-4328
Schweitzer Mauduit (NYSE:SWM)
過去 株価チャート
から 11 2024 まで 12 2024
Schweitzer Mauduit (NYSE:SWM)
過去 株価チャート
から 12 2023 まで 12 2024
