| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 1, 2023, Mativ Holdings, Inc. (“Mativ” or the “Company”) entered into a final, binding and irrevocable offer letter (the “Offer Letter”) with Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya (“Buyer” or “Evergreen Hill Enterprise”) pursuant to which Buyer made a binding offer (the “Offer”) to acquire the Company’s Engineered Papers business for $620 million in cash, subject to customary closing date adjustments (the “Transaction”).
In connection with the Offer, the Company has agreed to initiate the required employee consultation process with its French works councils (the “French Consultation Process”). The Company may accept the Offer by delivering to Buyer written notice of its decision to accept the Offer after the French Consultation Process has concluded (“Offer Acceptance”).
The Offer is valid until the earlier of (i) the date which is five (5) business days after the Pre-Signing Processes (as defined in the Offer Letter) have been completed and (ii) four (4) months after August 1, 2023. The Offer Letter provides that, until the Offer is accepted or the Offer Letter is terminated, the Company is prohibited from soliciting proposals from, providing information with respect to the Covered Business (as defined in the Offer Letter) to, or entering into an agreement with, third parties with respect to an alternative transaction relating to all or a material portion of the assets of the Covered Business. The Offer Letter requires the Company to pay a termination fee of $24,800,000 if (a) Buyer terminates the Offer Letter as a result of Sellers’ (as defined in the Offer Letter) breach of their exclusivity obligations or (b) if any person has made an alternative proposal prior to the termination of the Offer, Sellers fail to accept the Offer and, within 12 months after the termination of the Offer, Sellers enter into a definitive agreement with respect to any alternative proposal.
The Offer was made on the terms and subject to the conditions of the Purchase Agreement (as defined in the Offer Letter), which was attached to the Offer Letter and, if the Offer is accepted by the Company, will be executed by the Company and Buyer following the Offer Acceptance. If the Offer is accepted by the Company, the completion of the Transaction will be subject to customary closing conditions, including, among other things, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of antitrust approval in other specified jurisdictions, and the absence of any law or order that would prohibit the consummation of the Transaction, and will be expected to close in the fourth quarter of 2023.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. The representations and warranties in the Purchase Agreement are the product of negotiations among the parties to the Purchase Agreement and are made to, and solely for the benefit of, the party to whom such representations and warranties are made, in each case as of specified dates.
The foregoing description of the Offer Letter and the Purchase Agreement is qualified in its entirety by reference to the Offer Letter, and the Purchase Agreement attached thereto, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On August 1, 2023, the Company issued a press release announcing the execution of the Offer Letter and the Company’s revised capital allocation strategy. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) that are subject to the safe harbor created by that Act and other legal protections. Forward-looking statements include, without limitation, those regarding whether or when the Transaction will be consummated, the estimated proceeds from the Transaction, the application of the anticipated net proceeds from the Transaction, Mativ’s expected financial position, business strategy, operating plans, capital and other expenditures, acquisitions and divestitures, and other plans and objectives following the completion of the Transaction, 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.
