Schweitzer-Mauduit International, Inc. (NYSE:SWM) agreed to acquire Neenah, Inc. (NYSE:NP) on March 27, 2022. Schweitzer-Mauduit International, Inc. entered into a definitive agreement to acquire Neenah, Inc. for approximately $710 million on March 28, 2022. Under the terms of the agreement, shareholders of Neenah will receive 1.358 shares of SWM common stock for each share of Neenah common stock owned. The deal is an all-stock merger of equals transaction. Following the closing of the transaction, SWM shareholders will own approximately 58% of the combined company, and Neenah shareholders will own approximately 42% of the combined company, in each case, on a fully diluted basis. SWM obtained debt financing commitments from JPMorgan Chase Bank for the purpose of financing the transactions contemplated by the deal and paying related fees and expenses. In connection with the proposed merger with Neenah, SWM has obtained financing commitments for (i) $648 million senior 364-day unsecured bridge facility (the “Bridge Facility”) and (ii) $500 million senior secured revolving credit facility pursuant to a commitment letter (the “Debt Commitment Letter”) dated as of March 28, 2022. SWM will change the name and the NYSE ticker symbol of the combined company to such new name and ticker symbol as mutually agreed upon by Neenah and SWM. As of June 21, 2022, it was announced that the future name of the combined company upon closing, will be Mativ, Inc. and its shares will begin trading on the NYSE under the ticker symbol "MATV." The "SWM" and "NP" ticker symbols will be deactivated. Neenah and SWM shall pay a termination fee of $24 million respectively. The combined company will remain headquartered in Alpharetta, Georgia.

Upon completion, Julie Schertell, President and Chief Executive Officer of Neenah, will serve as President and Chief Executive Officer of the combined company. Jeff Kramer, Chief Executive Officer of SWM, will serve as a strategic advisor for the combined company following the close of the transaction. The new Board will consist of nine Directors, five will be from the SWM Board and four will be from the Neenah Board, including Julie Schertell. John D. Rogers, Non-Executive Chairman of the SWM Board, will serve as Non-Executive Chair of the combined company's Board of Directors. Jeff Kramer will serve as a strategic advisor and the senior leadership team shall include Omar Hoek, Andrew Wamser, Ricardo Nuñez, Natalie Poteran, Sarma Malladi and Mike Rickheim.

The transaction is subject to Neenah and SWM shareholder approval, authorization for listing on the New York Stock Exchange of the shares of SWM Common Stock to be issued in the deal, subject to official notice of issuance, expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as well as the receipt of certain antitrust approvals in the U.S., Austria, Germany and Poland, effectiveness of the registration statement on Form S-4 for SWM Common Stock to be issued in the deal, regulatory approvals and other customary closing conditions. The transaction was unanimously approved by the Boards of Directors of Neenah. Schweitzer-Mauduit International, Inc. board unanimously approved the transaction on March 27, 2022. Approval of the merger proposal requires the affirmative vote of holders of two-thirds of the outstanding shares of common stock of Neenah. As of May 12, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended expired. SWM will hold a special meeting of holders of common stock of SWM on June 29, 2022 to approve the transaction. As of May 20, 2022, the registration statement with respect to the transaction was declared effective. As of June 29, 2022, the transaction was approved by the shareholders of Neenah held at its special meeting of its shareholders. The deal is expected to close in the second half of 2022. As of June 21, 2022, the transaction is expected to close on or around July 1, 2022.

J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider with a service fee of $5 million and $3 million respectively and Keith Townsend, Rahul Patel and Robert J. Leclerc of King & Spalding LLP acted as legal advisor to SWM. Perella Weinberg Partners LP acted as financial advisor and fairness opinion provider with a service fee of $13.5 million and $3 million respectively and Rick Miller, Terrence Childers and Eliot Robinson of Bryan Cave Leighton Paisner LLP acted as legal advisors to Neenah. Mark I. Greene and Aaron M. Gruber of Cravath, Swaine & Moore LLP acted as legal advisor to the independent members of the Neenah Board of Directors. Dan Kay, Benjamin Persina, Leah Nudelman, Samuel Wintergreen-Arthur, Dave Azarkh, Benjamin Heriaud and Stephen Wisema of Simpson Thacher represented JPMorgan Chase Bank. MacKenzie Partners, Inc. acted as the information agent to SWM and will receive a fee of approximately $25,000 plus reasonable expenses for these services. Okapi Partners LLC acted as the information agent to Neenah and will receive a fee of approximately $20,000 plus reasonable expenses for these services. EY-Parthenon acted as due diligence provider to SWM and Neenah. American Stock Transfer & Trust Company acted as the transfer agent to SWM in the transaction. Eric S. Klinger-Wilensky and Patricia O. Vella of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to Mativ Holdings, Inc.

Schweitzer-Mauduit International, Inc. (NYSE:SWM) completed the acquisition of Neenah, Inc. (NYSE:NP) on July 6, 2022. The combined company has been named Mativ Holdings, Inc. which will commence trading on the New York Stock Exchange at the market open on July 6, 2022, under the new ticker symbol “MATV.” Upon closing, Neenah would operate as a wholly owned subsidiary of Mativ Holdings, Inc. At the Effective Time, Deborah Borg, Mark Bye, and Jeffrey Kramer tendered their respective resignations as directors from the Board and from all committees of the Board on which such directors served. At the Effective Time, the Board also appointed the following principal officers: Julie A. Schertell, as the Combined Company's President and Chief Executive Officer, and Omar Hoek, as the Combined Company's Chief Operating Officer.