Arctic Paper S.a. · GPW:ATC
Arctic Paper — Merger or Acquisition (November 2012)
24 slides from Arctic Paper's merger presentation, Nov 7, 2012
Slide 1: Public offer to the shareholders of Rottneros
Public offer to the shareholders of Rottneros Arctic Paper to form an integrated pulp and fine paper group with a leading position in Europe Natural step to increase efficiency and create value Stockholm, 7 November 2012
Slide 2: Important Information
Important Information Potential investors should read the full offer document and all other offer related materials, which are and will be available on Arctic Paper’s website, www.arctic paper.com. The Offer pursuant to the terms and conditions presented in this presentation is not being made to per
Slide 3: Contents
Contents 1. Overview page 4 2. Description of the Combined Group page 9 3. Financial information page 15 4. Transaction in detail page 17 Page 3 Arctic Paper S.A.
Slide 4: 1. Overview
1. Overview Page 4 Arctic Paper S.A.
Slide 5: Arctic Paper and Rottneros together – Deal Rationale
Arctic Paper and Rottneros together – Deal Rationale Leading integrated European Fine paper Pulp pulp and fine paper player Significant synergies • Strong brand and a leading position on • Modern and cost efficient production of the book paper market in Europe Extended control of value chain chemica
Slide 6: Arctic Paper and Rottneros – Background
Arctic Paper and Rottneros – Background The deal is a proactive step to improve the joint positions in the on-going structural transformation of the industry Combination based on clear industrial logic, reduced fluctuation in cash generation and earnings with improved currency balance. Extended cont
Slide 7: Synergies, stability and critical mass
Synergies, stability and critical mass Significant operational and financial synergies Close proximity of Rottneros' and Arctic Paper’s mills reduces logistic costs as well as transport emission of greenhouse gases. Estimated total annual synergies of SEK 80 million within 12 to 18 months. Potential
Slide 8: The Offer to the shareholders in Rottneros
The Offer to the shareholders in Rottneros A public tender offer from Arctic Paper to the shareholders of Rottneros. The Offer is recommended by the board of Rottneros and supported by fairness opinions. The Offer consideration is new shares in Arctic Paper or, as an alternative, cash consideration
Slide 9: 2. Description of the Combined Group
2. Description of the Combined Group Page 9 Arctic Paper S.A.
Slide 10: Side by Side
Side by Side Combined the two companies form a truly international business with attractive balance between paper and pulp Combined 2011A Business focus Fine Paper Pulp Integrated fine paper producer Production 820,000 fine paper 820,000 fine paper 410,000 pulp capacity 62,000 pulp1 472,000 pulp Rev
Slide 11: Production facilities
Production facilities Production # Mill capacity Grycksbo 1. Coated wood-free paper, Bulky coated paper 265,000 Brand: G-Print and Arctic Munkedals Uncoated wood-free paper, Premium offset paper and book 2. 160,000 paper Brand: Munken and Amber Grycksbo V-Mill 5 R-Mill 6 1 Kostrzyn 3. Uncoated wood-
Slide 12: Business strategy
Business strategy Based on the existing strengths of the Combined Group, we will adapt to changing market opportunities and threats by: Continuously developing our unique sales, marketing and distribution resources in Europe. Exploiting our strong foothold in the expanding Central and Eastern Europe
Slide 13: Governance, domicile and secondary listing
Governance, domicile and secondary listing After completion of the Offer, Arctic Paper’s Supervisory Board is proposed to consist of current members Olle Grundberg (as Chairman), Rune Ingvarsson, Thomas Onstad, Fredrik Plyhr, Jan Ohlsson and Mariusz Grendowicz. In addition, two additional independen
Slide 14: Pro forma shareholdings
Pro forma shareholdings Percentage of Shares in Shares in Shares in the shares/votes in the Shareholder Arctic Paper Rottneros Combined Group Combined Group Nemus Holding AB 41,479,500 30,857,435 47,256,011 56.3% Accent Equity 2,671,500 2,671,500 3.2% Skagen Vekst 11,452,911 2,143,984 2.6% Danske Ba
Slide 15: 3. Financial information
3. Financial information Page 15 Arctic Paper S.A.
Slide 16: Combined financials 2011 and 9 months 2012
Combined financials 2011 and 9 months 2012 Combined group financials Combined statements show actual historical The Combined (SEK million) Arctic Paper1 Rottneros 2 Adjustments4 Group figures as if the two companies were combined Full year 2011 from 1 January 2011. Sales revenue 5,552 1,513 -120 6,9
Slide 17: 4. Transaction in detail
4. Transaction in detail Page 17 Arctic Paper S.A.
Slide 18: The Offer to the shareholders in Rottneros
The Offer to the shareholders in Rottneros A public offer to the Shareholders of Rottneros – Arctic Paper to form an integrated pulp and fine Public offer to the paper group with leading position in Europe. shareholders of The board of Rottneros unanimously recommends the shareholders to accept the
Slide 19: The Offer to the shareholders in Rottneros (cont’d)
The Offer to the shareholders in Rottneros (cont’d) The Offer consideration is new shares in Arctic Paper or, as an alternative, cash consideration 0.1872 new shares in for smaller shareholders. Arctic Paper or SEK All shareholders in Rottneros are offered 0.1872 new shares in Arctic Paper for each
Slide 20: Preliminary timetable
Preliminary timetable 21 November 2012 Offer document made public 22 November - 12 December 2012 Acceptance period 3 December 2012 Arctic Paper EGM 20 December 2012 Settlement and first day of trading on NASDAQ OMX Page 20 Arctic Paper S.A.
Slide 21: 5. Summary & conclusions
5. Summary & conclusions Page 21 Arctic Paper S.A.
Slide 22: Arctic Paper and Rottneros together – Summary & conclusions
Arctic Paper and Rottneros together – Summary & conclusions The companies form an integrated fine paper player with a leading position in Europe Fine paper Deal rationale Pulp Significant synergies Extended control of value chain Natural hedge for pulp prices within the Combined Group Currency balan
Slide 23: 6. Questions & answers
6. Questions & answers Page 23 Arctic Paper S.A.
Slide 24: Thank you
Thank you Arctic Paper S.A. | Jana Henryka Dabrowskiego 334A | PL-60406 | Poznan | Poland © 2012 Arctic Paper S.A. | All rights reserved