EQS-News: Mayr-Melnhof Karton AG: MM Group to sell majority stake in its Packaging business to KPS Capital Partners and plans a special distribution to shareholders

EQS-News: Mayr-Melnhof Karton AG / Key word(s): Strategic Company Decision
Mayr-Melnhof Karton AG: MM Group to sell majority stake in its Packaging
business to KPS Capital Partners and plans a special distribution to
shareholders

09.11.2026 / 22:05 CET/CEST
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════

•  Packaging business to pursue an active, independent growth strategy
supported by KPS, a leading private equity investor in manufacturing
and industrial companies
• KPS will hold a 70 % equity stake in a new holding company that will
acquire the Packaging business, while MM Group will hold a 30 % stake
at completion of the transaction to participate in the future value
creation
• Transaction values the Packaging business at an enterprise value of
EUR 2.4 billion
• MM Group to focus on its Board & Paper business and support the
Packaging business as minority partner in the partnership with KPS
• Use of cash proceeds to repay debt, pursue strategic opportunities and
plan a special distribution to shareholders in the amount of EUR 0.5
to 0.6 billion after completion of the transaction

Mayr-Melnhof Karton AG (“MM Group”) has signed a binding transaction
agreement to sell its Packaging operations (“Packaging business”) to a
newly established company (“new holding company”) of KPS Capital Partners,
LP (“KPS”). KPS will hold 70% of that holding company and MM Group will
hold 30% following completion of the transaction. The Packaging business
comprises MM Group’s Food & Premium Packaging operations (excluding the
Iran and Tunisia operations) as well as the Pharma & Healthcare Packaging
operations. Through its equity interest in the new holding company, MM
Group will continue to participate in the future development and value
creation of the Packaging business.

Strategic Rationale
The transaction will separate MM Group’s Packaging and Board & Paper
businesses, enabling each to pursue its strategy and capital allocation
priorities with greater focus. The Packaging business already operates
largely independently. As a standalone company, the Packaging business is
expected to pursue organic growth as well as selective acquisitions,
supported by KPS’s experience in industrial carve outs and track record of
driving operational improvement and sustainable growth.

Following completion of the transaction, MM Group will focus on its Board
& Paper business. MM Group will also support the continued success of the
Packaging business as a minority partner with KPS. A long-term cartonboard
supply agreement will secure the continuous supply of cartonboard from the
Board & Paper business to the Packaging business post completion of the
transaction.

Deal Terms
The transaction values the Packaging business at an enterprise value of
EUR 2.4 billion, corresponding to an implied 2026E EV / adj. EBITDA
multiple of approximately 9x.

Net of the estimated investment of approximately EUR 0.4 billion for its
30 % equity interest in the new holding company, MM Group expects the
transaction to generate cash proceeds of approximately EUR 1.8 to 1.9
billion upon completion of the transaction. The final cash proceeds will
depend on the level of taxes arising from the transaction, standard
purchase-price-adjustment mechanisms and the timing of completion.

MM Group’s equity interest in the new holding company could be reduced to
a minimum of 20 % if certain EBITDA targets for the financial year 2027
are not achieved, with no additional consideration payable to or by MM
Group as a result.

Use of Proceeds
Following completion of the transaction, MM Group expects to have net cash
of approximately EUR 0.8 to 0.9 billion and thus significantly improved
financial flexibility. MM Group intends to use the proceeds to repay debt,
for strategic opportunities and for planned distributions to shareholders.
Subject to the receipt of all required corporate approvals, applicable
legal and regulatory considerations, and the prevailing business
conditions at the relevant time, MM Group is planning a special
distribution of EUR 0.5 to 0.6 billion to its shareholders after
completion of the transaction.

Peter Oswald, CEO of MM Group, comments: “Over the last years, we have
created substantial growth and shareholder value in MM Packaging. This
transaction will allow the business to continue its growth under the
leadership of KPS, a leading private equity investor in manufacturing and
industrial companies. Our retained shareholding of 30 % will enable MM
Group to participate in its future value creation. As the European leader
in folding cartonboard, our Board & Paper business will become an
independent supplier to the packaging industry. Following the
transaction, MM Group will have a strong balance sheet and the financial
resources to develop its business organically and through selected
acquisitions and partnerships. At the same time, we plan a substantial
distribution of capital to our shareholders.”

Michael Psaros, Co-Founder and Co-Managing Partner of KPS, comments: “MM
Packaging is an industry-leading business, and we are excited to take it
to the next level as an independent company. We appreciate the trust MM
Group is placing in KPS and look forward to our partnership. KPS has had
extraordinary success investing in the packaging sector across paper,
board and metal substrates. We will leverage our deep industry experience,
financial resources, commitment to manufacturing excellence and global
presence to drive MM Packaging’s growth.”

Operations at both Packaging and Board & Paper will continue as normal
following the signing of the transaction. The Packaging business will
remain part of MM Group until completion of the transaction and retain the
MM Packaging name after completion. Completion is subject to required
corporate and regulatory approvals as well as other customary closing
conditions and for the French Business, the acquisition is subject to
consultation processes with workers representatives and is expected in the
first half of 2027. After completion, MM Group will account for its 30 %
stake in the Packaging business using the equity method.

The transaction has been approved by MM Group’s Supervisory Board.

J.P. Morgan is acting as sole financial advisor and Binder Grösswang and
Linklaters LLP are serving as legal counsels to MM Group on the
transaction.

MM Group will hold a webcast for analysts and investors tomorrow, 10
November 2026, at 10:00 a.m. CET. Registration details and the
accompanying presentation are available on the MM Group website at
[1] https://mm.group/.

MM Group
MM Group is a global leader in fibre-based consumer packaging, committed
to enabling people to live better lives on a better planet. With a
portfolio that includes cartonboard, folding cartons, kraft and fine
papers, leaflets, and labels, MM delivers innovation with recyclability at
its core. As a publicly listed company, MM Group combines long-term
orientation with clear environmental accountability.

About KPS Capital Partners, LP
KPS, through its affiliated management entities, is the manager of the KPS
Special Situations Funds, a family of investment funds with approximately
$19.1 billion of assets under management (as of June 30, 2026).  For over
three decades, the Partners of KPS have worked vigorously to realize
significant capital appreciation by making controlling equity investments
in manufacturing and industrial companies across a diverse array of
industries, including basic materials, branded consumer, healthcare and
luxury products, automotive parts, capital equipment and general
manufacturing.  KPS seeks to create value for its investors by working
constructively with talented management teams to make businesses better,
and generate investment returns by structurally improving the strategic
position, competitiveness and profitability of its portfolio companies,
rather than primarily relying on financial leverage.  The KPS Funds’
portfolio companies currently generate aggregate annual revenues of
approximately $26.1 billion, operate 277 manufacturing facilities in 25
countries, and have approximately 62,000 employees, directly and through
joint ventures worldwide (as of June 30, 2026).  The KPS investment
strategy and portfolio companies are described in detail at
[2] www.kpsfund.com.

Disclaimer
Mayr-Melnhof Karton Aktiengesellschaft and its Group companies
(hereinafter collectively or individually “MM”) expressly disclaim any
warranty or liability as to accuracy or completeness of the information
provided in this presentation.

This presentation contains forward-looking statements, which involve known
and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of MM or industry results, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
These forward-looking statements speak only as of the date of this
presentation.

Subject to any obligations under applicable law or pursuant to any
regulatory body, MM disclaims any obligation or undertaking to update or
revise any of the forward looking statements in this presentation, whether
as a result of new information, a change in MM´s expectations, or any
events or circumstances that arise after the date of making any
forward-looking statements.

For further information, please contact:
Stephan Sweerts-Sporck, Investor Relations
Mayr-Melnhof Karton AG, Brahmsplatz 6, A-1040 Vienna, Austria
Tel.: +43 (0) 1 501 36 – 91180, e-mail: investor.relations@mm.group
Website: www.mm.group

══════════════════════════════════════════════════════════════════════════

09.11.2026 CET/CEST This Corporate News was distributed by [3]EQS Group

View original content: [4]EQS News

══════════════════════════════════════════════════════════════════════════

Language: English
Company: Mayr-Melnhof Karton AG
Brahmsplatz 6
1040 Wien
Austria
Phone: 0043 1 501 36 91180
Fax: 0043 1 501 36 91391
E-mail: investor.relations@mm.group
Internet: www.mm.group
ISIN: AT0000938204
WKN: 93820
Indices: ATX
Listed: Regulated Unofficial Market in Frankfurt (Basic Board),
Munich, Stuttgart, Tradegate BSX; Vienna Stock Exchange
(Official Market)
LEI Code: 5299001AMHDLKUM80611
EQS News ID: 2431246

End of News EQS News Service

2431246  09.11.2026 CET/CEST

https://nwr.eqs-cockpit.com/fncls2.ssx?application_id=2431246&application_name=news&site_id=apa_ots_austria~~

References

~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
2. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=c3132acec62f888370ba4d7866116646&application_id=2431246&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
3. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=f5d50dc7e8798b6eb177f7955e598e60&application_id=2431246&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
4. https://nwr.eqs-cockpit.com/fncls2.ssx?fn=redirect&url=7dc6e9ff375ffb105c109c5919c97d8c&application_id=2431246&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender