Arizona Tribune - Spinnova Signs Letter of Intent Regarding Potential Acquisition of Tearfil and Related EUR 1.5 Million Bridge Loan Financing

The contemplated transaction would strengthen Spinnova's position in the textile value chain by securing dedicated yarn development and spinning capabilities for SPINNOVA® fibre. The potential acquisition is intended to shorten development cycles, provide greater control over the conversion of SPINNOVA® fibre into customer-ready yarns and textile applications, and accelerate commercialisation with brand and supply chain partners.

"Tearfil has been an important partner for Spinnova, playing a key role in advancing SPINNOVA® fibre toward commercial applications," said Janne Poranen, CEO of Spinnova. "Bringing these capabilities into Spinnova would strengthen our ability to support broader adoption of SPINNOVA® fibre and advance the commercial scaling of our technology".

The letter of intent sets out the parties' current understanding of the framework for the potential acquisition, including an initial purchase valuation of EUR 500,000 paid in cash and Spinnova's shares for all shares in Tearfil. Except for certain provisions expressly stated to be binding, the letter of intent is non-binding and does not create an obligation for Spinnova to proceed with or complete the acquisition. The intended timeframe for completion of the potential acquisition is during Q1 2027.

Under the letter of intent, Spinnova contemplates providing Tearfil with EUR 1.5 million in bridge loan financing for the duration of Tearfil's process for a special revitalisation proceeding (Processo Especial de Revitalização, "PER") to restructure Tearfil's current debts. PER is a Portuguese court-supervised restructuring process intended to enable a company in financial difficulty, but not yet insolvent, to negotiate and approve a recovery plan with its creditors while continuing its business operations.

The bridge loan arrangement remains subject to the parties executing definitive loan documentation and the fulfilment of applicable conditions. Spinnova expects to finalise the loan arrangement in the coming weeks and will inform the market accordingly. The loan would have an interest rate of 12-month EURIBOR + 2% and mature one year after payment. The loan agreement would also include early repayment triggers if Spinnova decides not to proceed with the acquisition. The bridge loan would be intended to support Tearfil's working capital and ordinary-course operational needs during the PER process, subject to Spinnova's approval. The loan is intended to benefit from available priority, protection and recoverability under applicable Portuguese insolvency and restructuring laws and from guarantees granted in favour of Spinnova.

Tearfil - Indústria Têxtil, S.A

The table presents Tearfil's key financial figures as of 31 December 2024 and 2025. The liabilities presented in the table are expected to be addressed in the PER process described above, the outcome of which will depend on the negotiation of a recovery plan with creditors and approval by the competent Portuguese court.

Completion of the contemplated acquisition remains subject to key conditions, including satisfactory due diligence, approval by Spinnova's Board of Directors, final approval of Tearfil's PER restructuring plan, agreement on definitive transaction documents, and other customary transaction protections satisfactory to Spinnova.

About Spinnova

The textile material innovation

Spinnova technology transforms the way textiles are manufactured globally. Based in Finland, Spinnova has developed a breakthrough patented technology for making textile fibre out of wood pulp or waste, such as leather, textile, or agricultural cropping waste, without harmful chemicals or dissolving.

Spinnova technology creates no side streams in the fibre production process, and the SPINNOVA® fibre has minimal CO2 emissions and water use, as well as being biodegradable and recyclable. Spinnova technology uses a mechanical process which gives the fibre the look and feel of a natural cellulosic fibre such as cotton.

Spinnova's shares (SPINN) are listed on the Nasdaq First North Growth Market Finland.

SPINNOVA® home: www.spinnova.com
Corporate & IR site: www.spinnovagroup.com

Forward-looking statements

This release contains forward-looking statements, including statements regarding the contemplated acquisition of Tearfil, the PER process, the bridge loan financing, the expected benefits of the contemplated transaction, the potential strategic rationale, expected timing, conditions to completion, and Spinnova's ability to integrate or develop yarn spinning capabilities. Words such as "aim," "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words.

These statements are based on management's current expectations and are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. Such risks include, among others, whether the PER process is accepted, approved and confirmed by the competent Portuguese court; whether Tearfil complies with its obligations under the letter of intent and loan agreement; whether any event of default, material adverse change, creditor enforcement action, challenge to the bridge loan, insolvency or restructuring event, or failure of the PER process occurs; whether the parties agree on definitive transaction documents and obtain required approvals; and Spinnova's ability to execute its commercialisation and scale-up strategy.

The company cautions readers not to place undue reliance on any forward-looking statement, which speaks only as of the date of this release. Except as required by applicable law, the company specifically disclaims, and undertakes no, obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

For further information, please contact:
Janne Poranen, CEO
Tel. +358 20 703 2430
[email protected]

U.S. Investor Relations:
Chris Tyson
MZ Group
Direct: 949-491-8235
[email protected]

Certified advisor:
Aktia Alexander Corporate Finance Oy
Tel. +358 50 520 4098

SOURCE: Spinnova PLC

View the original press release on ACCESS Newswire

A.Anderson--AT