Item 8.01 Other Events
As previously disclosed, on
In connection with the Merger, SWM filed with the
Several complaints relating to the Merger have been filed by purported
shareholders of Neenah (the "Neenah Complaints"), naming as defendants Neenah
and its Board of Directors and alleging that the defendants violated Sections
14(a) and/or 20(a) of the Securities Exchange Act of 1934 ("Exchange Act") and
Similarly, a complaint relating to the Merger has been filed by a purported
shareholder of SWM (the "SWM Complaint," and collectively with the Neenah
Complaints, the "Complaints") naming as defendants SWM and its Board of
Directors and alleging that the defendants violated Sections 14(a) and/or 20(a)
of the Exchange Act and
Neenah and the other defendants believe that the allegations in the Complaints and the Demands are without merit, that the Joint Proxy Statement/Prospectus fully complies with the Exchange Act and all other applicable law, and that no further disclosure is required. However, solely in order to avoid the risk of delaying or otherwise adversely affecting the consummation of the Merger and to minimize the expense and distraction of defending such actions, Neenah hereby voluntarily amends and supplements the Joint Proxy Statement/Prospectus as set forth in this Current Report on Form 8-K. Nothing in the supplemental disclosures set forth below should be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.
The Neenah board unanimously recommends that Neenah stockholders vote "FOR" the Neenah merger proposal, "FOR" the Neenah compensation proposal and "FOR" the adjournment proposal, each as described in the Joint Proxy Statement/Prospectus.
The information contained in this Current Report on Form 8-K is incorporated by reference into the Joint Proxy Statement/Prospectus. All page references in this Current Report on Form 8-K are to pages of the Joint Proxy Statement/Prospectus and to the corresponding pages of the preliminary proxy statement/prospectus included in the Form S-4, and all terms used in this Current Report on Form 8-K, but not otherwise defined, shall have the meanings ascribed to such terms in the Joint Proxy Statement/Prospectus. The following information should be read in conjunction with the Joint Proxy Statement/Prospectus and the Form S-4, which should be read in their entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Joint Proxy Statement/Prospectus or the Form S-4, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Joint Proxy Statement/Prospectus or the Form S-4.
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Supplemental Disclosures to the Joint Proxy Statement/Prospectus
The disclosure under the heading "SWM Analysis-Discounted Cash Flow Analysis" is hereby supplemented by adding the underlined disclosure and deleting the text that is struck through under that heading on page 86 and carries over onto page 87 of the Joint Proxy Statement/Prospectus:
J.P. Morgan conducted a discounted cash flow analysis for the purpose of
determining the fully diluted implied equity value per share for SWM's common
stock. J.P. Morgan calculated the unlevered free cash flows that SWM is expected
to generate during the second half of fiscal year 2022 through fiscal year 2031
(applying a valuation date of
The disclosure under the heading "Neenah Analysis-Discounted Cash Flow Analysis" is hereby supplemented by adding the underlined disclosure and deleting the text that is struck through under that heading on page 88 and carries over onto page 89 of the Joint Proxy Statement/Prospectus:
J.P. Morgan conducted a discounted cash flow analysis for the purpose of
determining the fully diluted implied equity value per share for Neenah's common
stock. J.P. Morgan calculated the unlevered free cash flows that Neenah is
expected to generate during the second half of fiscal year 2022 through fiscal
year 2031 (applying a valuation date of
The disclosure under the heading "Neenah Analyst Price Targets" is hereby supplemented by adding the underlined disclosure and deleting the text that is struck through under that heading on page 89 of the Joint Proxy Statement/Prospectus:
J.P. Morgan reviewed the publicly available equity research analyst share price
targets for the shares of Neenah common stock and noted that the two analyst
price targets were
The disclosure in the eighth sentence of the fourth paragraph under the heading "Opinion of SWM's Financial Advisor-Miscellaneous" is hereby supplemented by adding the underlined disclosure and deleting the text that is struck through on page 91 of the Joint Proxy Statement/Prospectus:
"J.P. Morgan anticipates that it and its affiliates will arrange and/or provide
financing to SWM in connection with the merger and estimates that its affiliates
will receive aggregate fees of approximately
The disclosure under the heading "Opinion of Neenah's Financial Advisor-Summary of Material Financial Analyses-Selected Publicly-Traded Companies Analysis" is hereby supplemented by adding the underlined disclosure and deleting the text that is struck through in the first paragraph on page 100 of the Joint Proxy Statement/Prospectus:
Set forth below are the high, low, mean and median multiples for each of the selected companies, as well as the mean and median multiples resulting from this analysis:
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EV /2022E EBITDA High 12.0x Low 3.8x Mean 8.1x Median 8.2x. EV / 2022E Company EBITDA 3M Company 10.1x Avient Corporation 9.2x Berry Global Group, Inc 7.6x Clearwater Paper Corporation 5.4x Donaldson Company, Inc 12.0x Glatfelter Corporation 8.2x Rayonier Advanced Materials Inc 8.3x Sylvamo Corporation 3.8x Mean 8.1x Median 8.2x
The disclosure under the heading "Opinion of Neenah's Financial Advisor-Summary of Material Financial Analyses-Discounted Cash Flow Analysis" is hereby supplemented by adding the underlined disclosure and deleting the text that is struck through in the second bullet paragraph on page 101 of the Joint Proxy Statement/Prospectus:
• added a range of terminal values for each of Neenah and SWM by applying a range of EV multiples of 7.5x to 9.5x to next twelve (12) months EBITDA of Neenah and SWM as of 2026E and discounted using discount rates ranging from 6.50% to 7.50% for Neenah, based on an estimated weighted average cost of capital of 7.00% for Neenah, and 6.00% to 7.00% for SWM, in each case based on an estimated estimates of the weighted average cost of capital of 6.50% for SWM each company. Perella Weinberg selected the foregoing multiples range based on its professional judgement and experience and after taking into consideration, among other things, the observed data for Neenah and SWM as well as the publicly-traded companies utilized by Perella Weinberg for its selected publicly-traded companies analysis, their corresponding historical multiples and certain differences in the respective financial profiles of Neenah, SWM and the selected publicly-traded companies.
The disclosure under the heading "Opinion of Neenah's Financial Advisor-Summary of Material Financial Analyses-Discounted Cash Flow Analysis" is hereby further supplemented by adding the underlined disclosure in a new paragraph which follows the second bullet paragraph on page 101 of the Joint Proxy Statement/Prospectus:
In performing its discounted cash flows analysis, Perella Weinberg utilized the Neenah Forecasts, the SWM Management Forecasts and the SWM Sensitivities Case, each of which covered periods through fiscal 2024, and extrapolations therefrom for fiscal 2025 and 2026, which extrapolations were prepared by Perella Weinberg and approved for use by Perella Weinberg by management of Neenah.
The disclosure under the heading "Opinion of Neenah's Financial Advisor-Summary
of
For the information of the Neenah board of directors and for reference purposes
only, Perella Weinberg observed the most recent publicly available price targets
for Neenah common stock published by
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on
The disclosure under the heading "Certain Unaudited Prospective Financial Information-SWM Prospective Financial Information" is hereby further supplemented by adding the underlined disclosure in a new paragraph which follows footnote (3) on page 105 of the Joint Proxy Statement / Prospectus:
In addition, as further described under '-Opinion of SWM's Financial Advisor' beginning on page 83, in performing its discounted cash flows analysis J.P. Morgan also used extrapolations for fiscal year 2025 through fiscal year 2031, which extrapolations were prepared by J.P. Morgan in collaboration with SWM management and which were approved for use by J.P. Morgan by SWM management. The Unlevered Free Cash Flows resulting from these extrapolations were as follows:
Basis of Extrapolation (in millions) 2025 2026 2027 2028 2029 2030 2031
SWM Management Forecasts
$ 95 $ 98 $ 100 $ 103 $ 105 $ 107 $ 110
The disclosure under the heading "Certain Unaudited Prospective Financial Information-Neenah Prospective Financial Information" is hereby further supplemented by adding the underlined disclosure in a new paragraph which follows footnote (3) on page 106 of the Joint Proxy Statement / Prospectus:
In addition, as further described under '-Opinion of Neenah's Financial Advisor' beginning on page 96, in performing its discounted cash flows analysis Perella Weinberg utilized the Neenah Forecasts, the SWM Management Forecasts and the SWM Sensitivities Case, each of which covered periods through fiscal 2024, and extrapolations therefrom for fiscal 2025 and 2026, which extrapolations were prepared by Perella Weinberg and approved for use by Perella Weinberg by management of Neenah. The Unlevered Free Cash Flow Amounts resulting from these extrapolations were as follows:
Basis of Extrapolation (in millions) 2025 2026 Neenah Forecasts$ 100 $ 105 SWM Management Forecasts$ 177 $ 184 SWM Sensitivities$ 169 $ 173
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
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
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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
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
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
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 . . .
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