Merger Agreement

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Merger Agreement

Merger Agreement

On March 28, 2022, Neenah, Schweitzer-Mauduit International, Inc., a Delaware corporation (“SWM”), and Samurai Warrior Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of SWM (“Merger Sub”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”).

Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into Neenah (the “Merger”), with Neenah surviving the Merger as a direct and wholly-owned subsidiary of SWM. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of Neenah, par value $0.01 per share (“Neenah Common Stock”) then outstanding, other than certain excluded shares of Neenah Common Stock as described in the Merger Agreement, will be automatically converted into the right to receive 1.358 shares of SWM common stock, par value $0.10 per share. Holders of Neenah Common Stock will receive cash in lieu of fractional shares. The Merger Agreement was unanimously approved by the Boards of Directors of each of Neenah and SWM.

The Merger Agreement also provides, among other things, that effective as of the Effective Time, Ms. Julie Schertell, the current Chief Executive Officer of Neenah, will serve as the Chief Executive Officer of the combined company, and Mr. John Rogers will serve as non-executive Chairman of the Board of Directors of the combined company. In addition, from the Effective Time until the 2025 Annual Meeting of SWM stockholders, or December 31, 2025, if an Annual Meeting of SWM Stockholders is not held in 2025, the Board of Directors of the combined company will be composed of nine directors, of which five will be designated by SWM (including Mr. Rogers), each of whom must be independent, and four will be designated by Neenah (including Ms. Schertell).

The Merger Agreement provides the combined company will be headquartered in Alpharetta, Georgia. 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, which change may occur as of or after the Effective Time.

The completion of the Merger is subject to regulatory approvals, the approval by the shareholders of each company and other customary conditions.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, filed as Exhibit 2.1 to the Neenah, Inc. Current Report on Form 8-K, filed March 28, 2022 and incorporated herein by reference.