Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Neenah, Inc. ("Neenah") has received a notice required by Section 101(i)(2)(E)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
regarding a blackout period under the Neenah, Inc. 401(k) Retirement Plan (the
"Plan"). The blackout period for the Plan is being implemented in connection
with the anticipated closing of the previously-announced merger (the "Merger")
of Samurai Warrior Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Schweitzer-Mauduit International, Inc. ("SWM"), with and into
Neenah with Neenah surviving the Merger as a wholly owned subsidiary of SWM,
pursuant to an Agreement and Plan of Merger, dated as of March 28, 2022 (the
"Merger Agreement").
The consummation of the Merger remains subject to regulatory approvals and the
satisfaction of customary closing conditions set forth in the Merger Agreement.
The blackout period is required to facilitate the conversion and exchange of
shares of Neenah common stock invested in the Neenah, Inc. Stock Fund into
shares of SWM common stock in connection with the Merger, as well as to
establish a new SWM Stock Fund. Participants in the Plan have been advised that
at 4:00 pm Eastern Time on June 27, 2022, the Stock Fund will be restricted from
all transactions under the Plan. The blackout period is expected to last until
the week of July 25, 2022. The duration of the blackout period could change or
be extended. During the blackout period, participants in the Plan will be unable
to make new contributions to, transfer out of, request a loan or receive
distributions from the Neenah, Inc. Stock Fund. Participants may continue to
make exchanges or investment transactions involving other investment options in
the Plan (other than the Neenah, Inc. Stock Fund) during the blackout period.
As a result of the foregoing, on July 1, 2022, in accordance with Section 306 of
the Sarbanes-Oxley Act of 2002 and Regulation BTR as promulgated by the
Securities and Exchange Commission, Neenah sent a separate notice (the "Notice")
to its directors and executive officers, informing them of the blackout period
and certain trading prohibitions that they will be subject to during the
blackout period with respect to shares of Neenah common stock. A copy of such
notice, which includes the information specified in Rule 104(b) of Regulation
BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Directors and executive officers of Neenah were already subject to a general
trading prohibition in connection with the Merger and routine quarterly
restricted period.
During the blackout period and for a period of two years after the end date
thereof, a security holder or other interested person may obtain, without
charge, information regarding the blackout period. This information is available
(1) prior to the closing of the Merger by contacting the Vice President, Deputy
General Counsel and Assistant Secretary of Neenah at 3460 Preston Ridge Road,
Suite 600, Alpharetta, Georgia 30005, Attention: Legal (678) 566-6500 and (2)
after the closing of the Merger by contacting the Chief Legal Officer, Secretary
and Chief Compliance Officer of SWM at 100 North Point Center East, Suite 600,
Alpharetta, Georgia 30022, Attention: Legal (800) 514-0186.
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Cautionary Note Regarding 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 U.S. Securities and Exchange Commission (the "SEC") and
those identified elsewhere in this communication, the following factors, among
others, could cause actual results to differ materially from forward-looking
statements or historical performance: the occurrence of any event, change or
other circumstances that could give rise to the right of one or both of SWM and
Neenah to terminate the merger agreement; the outcome of any legal proceedings
that may be instituted against SWM, Neenah or their respective directors; the
ability to obtain regulatory approvals and meet other closing conditions to the
merger on a timely basis or at all, including the risk that regulatory approvals
required for the merger are not obtained on a timely basis or at all, or are
obtained subject to conditions that are not anticipated or that could adversely
affect the combined company or the expected benefits of the transaction;
difficulties and delays in integrating SWM and Neenah businesses; failing to
fully realize anticipated cost savings and other anticipated benefits of the
merger when expected or at all; business disruptions from the proposed merger
that will harm SWM's or Neenah's business, including current plans and
operations; potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the merger, including as it
relates to SWM's or Neenah's ability to successfully renew existing client
contracts on favorable terms or at all and obtain new clients; the substantial
indebtedness SWM expects to incur and assume in connection with the proposed
transaction and the need to generate sufficient cash flows to service and repay
such debt; the possibility that SWM may be unable to achieve expected synergies
and operating efficiencies within the expected time-frames or at all and to
successfully integrate Neenah's operations with those of SWM; failing to comply
with the applicable laws or legal or regulatory developments; inflation,
currency and interest rate fluctuations; the ability of SWM or Neenah to retain
and hire key personnel; the diversion of management's attention from ongoing
business operations; the duration and effects of the COVID-19 pandemic, general
economic and business conditions, particularly in the context of
the COVID-19 pandemic; increases in maintenance and operating costs; security
threats; reliance on technology and related cybersecurity risk; trade
restrictions or other changes to international trade arrangements;
transportation of hazardous materials; various events which could disrupt
operations, including geopolitical events, wars, conflicts, illegal blockades of
rail networks, and natural events such as severe weather, droughts, fires,
floods and earthquakes; climate change; labor negotiations and disruptions;
environmental claims; uncertainties of investigations, proceedings or other
types of claims and litigation; risks and liabilities arising from train
derailments; timing and completion of capital programs; uncertainty as to the
long-term value of the common stock of SWM following the merger, including the
dilution caused by SWM's issuance of additional shares of its common stock in
connection with the transaction; the continued availability of capital and
financing following the merger; the business, economic and political conditions
in the markets in which SWM and Neenah operate; and events beyond SWM's or
Neenah's control, such as acts of terrorism.
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 December 31, 2021, quarterly reports on Form 10-Q for the period
ended March 31, 2022, and any material updates to these factors contained in any
of SWM's and Neenah's future filings with the SEC.
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.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Notice of Trading Blackout Period Related to 401(k) Plan dated July
1, 2022
104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL)
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