As a result of these appointments, several leaders from both companies will be leaving the organization when
the merger closes. We sincerely thank Noah Benz, Paul DeSantis, Steve LaPointe, and Bret Haldin from Neenah and Mari Sifo and Tracey Peacock from SWM for their many contributions to their respective organizations. We wish them all the best in their
future endeavors.
We know that this is a lot of information to absorb today, and you almost certainly have more questions about how we will operate and
what other changes you can expect. We will share more details regarding our business units, manufacturing operations, and supply chain organization in a separate email. As our teams move ahead in the planning and integration process, we are
committed to sharing information as soon as possible. It is essential to remember that these changes are not effective until we have closed the merger and become one combined company. Until then, we will continue to operate as two separate
companies.
Thank you for all you are doing and continue to do to help our companies succeed and prepare for an exciting, shared future.
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Julie Schertell |
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Jeff Kramer |
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President & CEO, Neenah |
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CEO, SWM |
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 companys 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 SWMs and Neenahs 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; the ability to obtain approval by SWM shareholders and Neenah shareholders on the expected terms and schedule; 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 SWMs or Neenahs 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 SWMs or Neenahs 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 Neenahs 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 managements 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 SWMs 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 SWMs or Neenahs control, such as acts of terrorism.