Filed by Neenah, Inc.
Pursuant
to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 under the
Securities Exchange Act of
1934
Subject Company: Neenah, Inc.
Commission File No. 001-32240
The following is the
transcript of a joint CEO video recording distributed to employees of Neenah, Inc. and Schweitzer-Mauduit International, Inc.
on April 6, 2022:
NP-SWM Joint CEO Video Script
SWM CEO:
| · | Hello to the SWM and Neenah teams around the globe. |
| · | I’m Jeff Kramer, CEO of SWM. |
Neenah CEO:
| · | Hi everyone, I’m Julie Schertell, President and CEO of Neenah. |
| · | We’re really pleased to be here together to share more about the plan to combine our companies into a global leader in specialty
materials. |
SWM CEO:
| · | We hope you have all had a chance to take in the news we announced last week. |
| · | This is an exciting moment for both of our companies, and of course, a big change. |
| · | But I am so pleased to be here with Julie, so we can both share our views on the bright future we see ahead for the combined company. |
| · | This will be a merger of equals. |
| · | But while we come together as equals, we also know that each company brings unique qualities, expertise, and advantages to the table.
That’s what makes this so powerful. |
| · | Our commitment to you is that together, we will shape a new combined company that harnesses all these advantages, to create the best
organization possible, ready to grow and deliver for our employees, customers, and shareholders. |
Neenah CEO:
| · | I share Jeff’s excitement about the merger and look forward to meeting the SWM team. |
| · | Our organizations have been on similar growth paths and when combined – we will be a $3 billion company which will position
us to grow our businesses even faster and create even more meaningful opportunities for our employees |
| · | It is evident that we have a lot in common: an unwavering commitment to the safety of our employees, a global team of experts who
share a passion for developing and delivering premium products, unique solutions for customers, similar company values, and even the same
hometown. |
| · | Most importantly, we are both convinced that this new company is the right step for both Neenah and SWM. It is the right time; it
is the right combination. |
SWM CEO:
| · | We have a tremendous amount of respect for one another and for what our organizations have achieved. |
| · | Especially when it comes to our portfolios of solutions, our IP and R&D capabilities in material science, and of course our deep
relationships with our customers and suppliers. |
| · | Our organizations are truly complementary –we will absolutely have the best team in the industry. |
| · | We’ll be able to share best practices and leverage our operational expertise to provide even better products to our customers
globally. |
Neenah CEO:
| · | I’d like to emphasize that this combination is about growth. |
| · | Growth of our business, our customers, our shareholders, and our employees |
| · | We expect that being part of a larger organization with more resources will result in exciting career development and advancement
opportunities for the combined company’s talented employees. |
| · | We have a lot to do until the close of this transaction, but there is so much to look forward to! |
SWM CEO:
| · | While we’ve highlighted some of the many benefits we expect to achieve as we come together, we know that this is just the first
step. |
Neenah CEO:
| · | Soon we will begin our integration-planning process with the creation of a Transformation team. |
| · | This team will include individuals from both companies and will be tasked with making the post-closing integration as efficient and
seamless as possible. |
| · | Upon the close of the transaction, I will serve as President and CEO |
SWM CEO:
| · | And I will serve as a strategic
advisor for the combined company. Though I won’t be serving as CEO, you can count on
my support as Julie and the new company’s leadership team take the new company into
the future. |
| · | Apart, SWM and Neenah are successful, industry-leading companies. |
| · | Together … well, there’s no stopping us! |
Neenah CEO:
| · | You are critical to our success, and we have much to look forward to as we embark on this next chapter together. |
| · | I’m excited to see what we can achieve as one company – for our employees, our customers, and our shareholders. |
| · | I am honored to be leading this soon-to-be combined team and Jeff and I are here if you have questions. |
| · | We will keep all of you updated as we work to complete this transformational merger of equals. |
| · | The best is yet to come, and I look forward to working together to make extraordinary things happen! |
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 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 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 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, and any material updates to these factors
contained in any of SWM’s and Neenah’s future filings with the U.S. Securities and Exchange Commission (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.
Additional Information and Where
to Find It
In connection with the proposed merger,
SWM will file with the SEC a registration statement on Form S-4 to register the shares of SWM’s common stock to be issued in connection
with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of
SWM and Neenah seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT
ON FORM S-4, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
SWM, NEENAH AND THE PROPOSED MERGER.
Investors and security holders may obtain
copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from SWM at its website,
www.swmintl.com, or from Neenah at its website, www.neenah.com. Documents filed with the SEC by SWM will be available free
of charge by accessing SWM’s website at www.swmintl.com under the heading Investor Relations, or, alternatively, by directing
a request by telephone or mail to SWM at 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022, Attention: Investor Relations
(1-800-514-0186), and documents filed with the SEC by Neenah will be available free of charge by accessing Neenah’s website at
www.neenah.com under the heading Investor Relations or, alternatively, by directing a request by telephone or mail to Neenah at
3460 Preston Ridge Road, Alpharetta, Georgia 30005, Attention: Investor Relations: (678-566-6500).
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 SEC. Information about
SWM’s directors and executive officers is available in SWM’s proxy statement dated March 18, 2022 for its 2022 Annual Meeting
of Shareholders. Information about Neenah’s directors and executive officers is available in Neenah’s proxy statement dated
April 9, 2021 for its 2021 Annual Meeting of Shareholders. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the joint
proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free
copies of these documents from the SEC’s website at www.sec.gov or from Neenah or SWM using the sources indicated above.
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
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Neenah (NYSE:NP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Neenah (NYSE:NP)
Historical Stock Chart
From Sep 2023 to Sep 2024