• SIGNIFICANT EXPANSION OF SWM’S CORE COMPETENCIES’, COMBINED WITH NEW CAPABILITIES, TO BRING CUSTOMERS A MORE COMPREHENSIVE SUITE OF SOLUTIONS

• WITH THE ACQUISITION, ANNUALIZED ADVANCED MATERIALS SEGMENT SALES APPROACHING $1 BILLION, ENHANCING SWM’S LONG-TERM GROWTH

• INVESTOR CALL SCHEDULED FOR JANUARY, 27 AT 11:00 AM ET

Schweitzer-Mauduit International, Inc. ("SWM" or the "Company") (NYSE: SWM) today announced that it has reached an agreement with the Board of Scapa Group, Plc (“Scapa”) (LSE: SCPA) on the terms of a recommended cash offer (to be made by SWM’s wholly owned indirect subsidiary) for the acquisition of the entire share capital of Scapa, a UK-based innovation, design, and manufacturing solutions provider for healthcare and industrial markets. Pursuant to the terms of the offer, Scapa's shareholders will be entitled to receive 210 pence in cash for each Scheme Share. Based on Scapa’s closing share price of £1.77 and the exchange rate of US$1.37:£1 on January 26, 2021, the transaction implies an equity value of approximately £402.9 million, or $551.9 million(see additional financial data below). The transaction is anticipated to be completed in the second quarter of calendar 2021.

Scapa Highlights

• Best-in-class innovation, design, manufacturing and solutions for specialty healthcare and industrial applications

• Fiscal Year 2020 (ended March 31, 2020) statutory revenue of £320.6 million, or $407.1 million, with 47% from Healthcare (£152.0 million, $193.0 million) and 53% from Industrial markets (£168.6 million, $214.1 million)

• Fiscal Year 2020 reported EBITDA of £39.7 million, or $50.4 million (see additional financial data below)

             
Strategic Commentary

SWM CEO Dr. Jeffrey Kramer, “We are very excited to announce our proposed acquisition of Scapa, which significantly enhances our position as a leading provider of performance materials for attractive specialty applications. Scapa advances our successful valued-added solutions strategy and enhances our ability to solve our customers’ toughest innovation challenges by adding a fully integrated model with complementary capabilities. These offerings range from adhesive formulations and product design through converting finished products. This transaction also enhances our growth profile, with nearly 65% of our combined revenues generated from growing end-markets.”

“We are enthusiastic about adding Scapa’s best-in-class global healthcare solutions platform to our already substantial presence, giving SWM immediate critical mass in the growing medical materials space. Together with Scapa, we will offer a comprehensive suite of products focused on skin-friendly specialty applications like advanced woundcare, wellness, and medical device fixation, in addition to our existing portfolio of medical products. Scapa also brings a robust and profitable set of industrial tapes used in construction, transportation, consumer, and industrial end-markets, complementing our existing business.  Like SWM, Scapa has significant capabilities and scale in key specialty applications and a well-recognized brand portfolio. With Scapa’s industrial business as part of SWM’s diversified AMS segment, we see potential to leverage our combined sales and distribution reach.”

Heejae Chae, CEO of Scapa, added “The Scapa team has worked tirelessly to build our brand to be globally recognized as an innovative, solutions-driven partner for outsourced product development and manufacture. The expansion into healthcare markets, from our initial focus on the industrials space, has
significantly broadened our reach and has brought new strategic partnerships, many of which are with blue-chip companies. As another multinational producer for outsourced performance materials, SWM has been on a similar journey to us, also extending into healthcare markets having initially been focused on customers in the industrials sector. We believe the combination of our complementary businesses will bring benefits to all stakeholders. We see these not only resulting from increased scale, but also from an increased ability to cross-sell products across our respective client bases, as well as an increased potential to enhance inorganic growth from within a larger group. We believe the enlarged business will also provide greater career development opportunities for employees.”

Dr. Kramer concluded, “We are further enthusiastic about welcoming the Scapa people into SWM and are excited to add their deep industry, materials, and manufacturing experience to our organization. We will learn from each other and work together to support our expanded customer base through a deep commitment to our shared values of innovation, customer focus, and operational excellence. We look forward to closing the transaction, capitalizing on the growth opportunities ahead, and creating value for our customers, employees, and shareholders.”