Schweitzer-Mauduit International, Inc. (NYSE: SWM) ("SWM") and
Neenah, Inc. (NYSE: NP) ("Neenah"), two leading global
manufacturers of specialty materials, today announced the future
name of the combined company upon completing the pending all-stock
merger of equals. Each company’s shareholders are scheduled to vote
on the transaction on June 29, 2022. The transaction is expected to
close on or around July 1, 2022, subject to Neenah and SWM
shareholder approval, approval by antitrust authorities in Poland,
and other customary closing conditions.
Upon close, the new company name will be Mativ, Inc. (“Mativ”)
and its shares will begin trading on the NYSE under the ticker
symbol "MATV." The "SWM" and "NP" ticker symbols will be
deactivated.
Julie Schertell, President and CEO of Neenah and named President
and CEO of Mativ upon close, commented, "I could not be more
energized about bringing together two highly innovative solutions
companies into Mativ. We are on track with regulatory clearance
approvals, our pre-integration teams are in place, and we have a
clear path to over $65 million in synergies. Our customers and the
investor community have responded very positively to the merger's
compelling strategic and financial merits of the merger,
underscored by an accelerated growth outlook. As a team, we could
not be more excited as we prepare for this new beginning… better,
stronger, together, as Mativ."
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
Certain of the matters discussed in this communication which are
not statements of historical fact constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements, which are
based on current expectations, estimates and projections about the
industry and markets in which SWM and Neenah operate and beliefs of
and assumptions made by SWM management and Neenah management,
involve uncertainties that could significantly affect the financial
condition, results of operations, business plans and the future
performance of SWM, Neenah or the combined company. Words such as
“believes,” “anticipates,” “expects,” “assumes,” “outlook,”
“intends,” “targeted,” “estimates,” “forecasts,” “projects,”
“plans,” “may,” “could,” “should,” “would” and similar expressions
are intended to identify forward-looking statements but are not the
exclusive means of identifying these statements. Such
forward-looking statements include, but are not limited to,
statements about the strategic rationale and financial benefits of
the transaction, including expected future financial and operating
results and the combined company’s plans, objectives, expectations
and intentions. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to projections of
revenue, income or loss, earnings or loss per share, the payment or
nonpayment of dividends, capital structure and other financial
items; statements of plans and objectives of SWM or Neenah or their
respective management or Board of Directors, including those
relating to products or services; and statements of future economic
performance — are forward-looking statements. These statements are
not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict.
Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, we
can give no assurance that our expectations will be attained, and
therefore actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements.
In addition to factors previously disclosed in SWM’s and Neenah’s
reports filed with the U.S. Securities and Exchange Commission (the
“SEC”) and those identified elsewhere in this communication, the
following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: 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; failing to comply with the
applicable laws or legal or regulatory developments; inflation,
currency and interest rate fluctuations; the ability of SWM or
Neenah to retain and hire key personnel; the diversion of
management’s attention from ongoing business operations; the
duration and effects of the COVID-19 pandemic, general economic and
business conditions, particularly in the context of the COVID-19
pandemic; increases in maintenance and operating costs; security
threats; reliance on technology and related cybersecurity risk;
trade restrictions or other changes to international trade
arrangements; transportation of hazardous materials; various events
which could disrupt operations, including geopolitical events,
wars, conflicts, illegal blockades of rail networks, and natural
events such as severe weather, droughts, fires, floods and
earthquakes; climate change; labor negotiations and disruptions;
environmental claims; uncertainties of investigations, proceedings
or other types of claims and litigation; risks and liabilities
arising from train derailments; timing and completion of capital
programs; 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; the continued availability of capital and
financing following the merger; the business, economic and
political conditions in the markets in which SWM and Neenah
operate; and events beyond SWM’s or Neenah’s control, such as acts
of terrorism.
Any forward-looking statements speak only as of the date of this
communication or as of the date they were made, and neither SWM nor
Neenah undertakes any obligation to update forward-looking
statements. 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,
quarterly reports on Form 10-Q for the period ended March 31, 2022,
and any material updates to these factors contained in any of SWM’s
and Neenah’s future filings with the SEC.
As for the forward-looking statements that relate to future
financial results and other projections, actual results will be
different due to the inherent uncertainties of estimates, forecasts
and projections and may be better or worse than projected and such
differences could be material. Given these uncertainties, you
should not place any reliance on these forward-looking statements.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect
actual results.
Additional Information and Where to Find It
In connection with the proposed merger, SWM has 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. The
registration statement includes a joint proxy statement/prospectus
which was sent to the shareholders of SWM and Neenah seeking their
approval of their respective transaction-related proposals.
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,
Suite 600, 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 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/20220620005614/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
