Schweitzer-Mauduit International, Inc. (NYSE:SWM) entered into a Scheme of Arrangement to acquire Scapa Group plc (AIM:SCPA) from a group of sellers for approximately £410 million on January 27, 2021. As per the agreement, all the 187.8 million shares will be acquired at £2.1 per share. As of March 8, 2021 Schweitzer, increased the offer per share to £2.15 per share. SWM received irrevocable undertakings from each of the Scapa Directors who hold Scapa Shares in respect of 1.2 million Scapa Shares, representing approximately 0.66% stake and non-binding letters of intent from each of Paradice Investment Management, Sanford DeLand Asset Management Ltd. and Tellworth Investments LLP, to vote in favor of the Scheme at the Court Meeting and the Resolutions for 16% stake. The transaction will be financed by way of a new $1.1 billion facility (£761.6 million) made available by JPMorgan Chase Bank, N.A. The offer is subject to approval from scheme shareholders, third party, Court and SWM obtaining certain merger control and regulatory approvals. The Board of Directors of Scapa recommend unanimously that the shareholders vote in favor. The Court Meeting and the General Meeting will be held remotely on March 17, 2021. As on March 17, 2021, transaction is approved by the court and shareholders of Scapa. As a result of the expiration of the waiting period under the HSR Act, the condition to the Acquisition relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. Scapa will get de-listed from AIM and register itself as a private company. As on April 13, 2021, the scheme was sanctioned by the High Court of Justice of England and Wales (the "Court"). All Conditions to the acquisition have now been satisfied or waived other than delivery to the Registrar of Companies of England and Wales of a copy of the Court Order, which is expected to take place on April 15, 2021. On such delivery of the Court Order, the Scheme will become Effective. The Scheme is expected to become effective during the second quarter of 2021 and no later than the long stop date of July 27, 2021.

Philip Noblet and James Thomlinson of Jefferies International Limited and Mark Lander, Freddie Barnfield and Duncan Monteith of Numis Securities Limited acted as financial advisors for Scapa. John Richert, Justin Aylward, Celia Murray and David Connern of JP Morgan Securities LLC acted as financial advisors for SWM. King & Spalding International LLP acted as legal advisor for Schweitzer-Mauduit. Charles Cook of DLA Piper UK LLP acted as legal advisor for Scapa. Kit McCarthy, James Dunnett, Nigel Dickinson, Ksenia Orlova, Richard Blackburn, Sean Corrigan and Marian Baldwin Fuerst of Norton Rose Fulbright acted as legal advisor to J.P. Morgan Securities LLC. Mehmet Ilhan of Barclays Capital Inc. acted as financial advisor and facilitator to Schweitzer-Mauduit.

Schweitzer-Mauduit International, Inc. (NYSE:SWM) completed the acquisition of Scapa Group plc (AIM:SCPA) from a group of sellers on April 15, 2021.