Mativ Holdings, Inc. · NYSE:MATV
Mativ — Merger or Acquisition (March 2022)
16 slides from Mativ's merger presentation, Mar 28, 2022
Slide 1: Merger of Equals: Creating a Leader in Specialty Materials
Merger of Equals Creating a Leader in Specialty Materials March 28, 2022
Slide 2: Forward-Looking Statements
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
Slide 3: Legal Disclosures
Legal Disclosures Additional Information and Where to Find It In connection with the proposed merger, SWM will file 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 will include a joi
Slide 4: Today’s Speakers
Today’s Speakers Dr. Jeff Kramer Julie Schertell Chief Executive Officer President & Chief Executive Officer 4
Slide 5: Key Transaction Highlights
Key Transaction Highlights ▪ Strategic combination creates ~$3 billion global leader in specialty materials ▪ Defensible positions in attractive, growing categories ▪ Strong industrial logic; complementary customers, technologies and products ▪ Enhanced ability to accelerate revenue growth and innov
Slide 6: Strategic Merger of Equals
Strategic Merger of Equals Actuals YE 2021 Pro Forma 2022E(3) ✓ $65M+ transaction- Revenue $1.4B $1.0B enabled synergies ~$3B ✓ Full year impact of Adj. EBITDA(1) $209M $117M strategic acquisitions ~$450M ✓ Robust demand, innovation and Adj. EBITDA Margin 15% 11% capacity to accelerate 15%+ growth L
Slide 7: Transformative Increase in Scale and Strategic Position
Transformative Increase in Scale and Strategic Position Benefits of Scale ✓ Improved competitive position ✓ Increased relevance with customers and suppliers ✓ Better access to capital markets ~$3B Pro ✓ Greater investor engagement Forma and stock liquidity ~$2B ~$1B Representative Landscape of Mater
Slide 8: Transaction Overview
Transaction Overview ▪ All-stock merger of equals Transaction Structure ▪ Neenah shareholders to receive 1.358 shares of SWM for each Neenah share ▪ Pro forma ownership split: 58% SWM / 42% Neenah ▪ John Rogers (SWM Non-Executive Chairman) to serve as Non-Executive Chairman Leadership ▪ Julie Schert
Slide 9: Bringing Together Two Strategic Journeys
Bringing Together Two Strategic Journeys Emergence Transformation Leadership ✓ Standalone Spin -offs from ✓ Redeploying Cash Flow Towards ✓ Focus on GDP+ Growth End -Markets Kimberly-Clark Higher -Growth End-Markets ✓ Leverage Combined Technology ✓ Strong Free Cash Flow, but ✓ Acquiring New Technolo
Slide 10: Diversified Portfolio of Products Serving Attractive End-Markets
Diversified Portfolio of Products Serving Attractive End-Markets Key Products Growth Outlook Illustrative Offerings ▪ Transportation ▪ HVAC and industrial Filtration ▪ Water ▪ Life Healthcare & ▪ Advanced wound care ▪ Sterilization wrap Wellness ▪ Device fixation ▪ Consumer wellness Protective & ▪ R
Slide 11: Enhanced Value Proposition from Complementary Businesses
Enhanced Value Proposition from Complementary Businesses Key Touchpoints Long-Standing Technologies for Mission Material Science Customer Relationships Critical Applications Expertise ✓ Trusted solutions provider for global blue-chip customer base ✓ Expanded suite of technologies to address demandin
Slide 12: Enhanced Scale and Larger Global Footprint
Enhanced Scale and Larger Global Footprint Sales in 100+ Countries 32% Europe Manufacturing on 9% 4 58% APAC Continents Americas ~7,500 ~2% Rest of World Employees Creating a Stronger Presence in Markets to Better Serve Customers Globally and Regionally Notes: Locations as of 12/31/2021; Percentages
Slide 13: Significant Shareholder Value Creation Potential from Synergies
Significant Shareholder Value Creation Potential from Synergies Projected Run-Rate Cost Synergies Projected Additional Synergies SG&A Revenue ▪ Organizational optimization ▪ Increase wallet share with existing customers ▪ Rationalization of public company costs ~50% ▪ Penetrate new customers and reg
Slide 14: Highly Strategic and Compelling Combination
Highly Strategic and Compelling Combination Creates a Global Leader in Strong Financial Profile and Specialty Materials with a Commitment to Broad Portfolio of Solutions Shareholder Value Creation Meaningful Value Creation Accelerates Innovation with from Highly Achievable Enhanced Material Science
Slide 15: Appendix
Appendix
Slide 16: 2021 Adjusted EBITDA Reconciliation
2021 Adjusted EBITDA Reconciliation ($ in millions) Net Income (loss) from continuing operations $88.9 Net Income (loss) from continuing operations ($24.9) Plus: Interest expense 50.6 Plus: Provision (benefit) for income taxes (4.8) Plus: Interest on Brazil tax assessments (4.5) Plus: Interest expen