Stora Enso Board Approves Demerger Plan to Spin Off Swedish Forest Assets Into Listed Company

Stora Enso Oyj's Board of Directors has approved a plan to separate its Swedish forest assets business into a new publicly listed company, Bergslagets Skogar AB, through a cross-border partial demerger. The proposed transaction is scheduled for completion on 31 March 2027, subject to shareholder approval.

The demerger will transfer Stora Enso's Swedish forest assets, including forest land ownership, management and development, related forestry operations, paint and colour pigment production, and renewable energy project management, to the newly incorporated Swedish company.

Bergslagets Skogar intends to apply for listing on the regulated markets of Nasdaq Stockholm and Nasdaq Helsinki. Stora Enso shareholders will receive one new share in Bergslagets Skogar for each existing Stora Enso share of the corresponding class, while retaining their holdings in Stora Enso.

An Extraordinary General Meeting (EGM) to approve the demerger is expected to take place on 15 December 2026 in Helsinki. The information brochure outlining the transaction and Bergslagets Skogar's standalone operations is expected to be published by 24 November 2026.

The five largest shareholders of Stora Enso by voting rights – Solidium Oy, Wallenberg Investments Holdings AB, the Social Insurance Institution of Finland, Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company – have irrevocably undertaken, subject to customary conditions, to vote in favour of the transaction. Together, they represent approximately 28.6% of the company's shares and 69.9% of its votes.

Strategic targets and dividend policy

Bergslagets Skogar has established strategic targets focused on sustainable forest management, cash generation and financial discipline. These include average annual growth of 1% in net standing stock volume, a long-term annual free cash flow return of 2%, increased biodiversity and climate benefits, and a net loan-to-value ratio of between 0% and 20%.

The company also intends to distribute between 80% and 100% of adjusted net income as ordinary dividends, with the objective of maintaining a stable and growing dividend.

Bergslagets Skogar's management team will present its strategy, value creation plans, financial targets, dividend policy and capital structure at its first Capital Markets Day on 3 November 2026.

Financing and financial implications

Stora Enso has secured up to SEK 9.5 billion in secured term loan facilities from Nordic lenders for Bergslagets Skogar. Following completion of the demerger, the new company is expected to have net debt of approximately SEK 9.1 billion.

The separation is not expected to have a material impact on Stora Enso's reported sales, as Bergslagets Skogar's sales have historically consisted largely of internal group transactions. However, Stora Enso's operating profit under IFRS is expected to decrease substantially by an amount corresponding to Bergslagets Skogar's operating profit.

Stora Enso's net debt is expected to decrease by approximately EUR 800 million upon completion of the transaction.

Management and transaction timeline

Tuomas Hallenberg has been appointed President and CEO of Bergslagets Skogar. Its selected executive management team also includes Martin Ros as CFO, Johan Djurberg as Head of Forestry and Pontus Selderman as General Counsel.

The proposed board will be chaired by Johan Trolle-Löwen, with Jannica Fagerholm as Vice Chair, alongside Helen Fasth Gillstedt, Magnus Fernström, Timo Mäkinen and Catharina Stackelberg-Hammarén.

The planned demerger registration date is 31 March 2027. A listing prospectus is expected to be published shortly after completion and before public trading begins on Nasdaq Stockholm and Nasdaq Helsinki.

The separation follows Stora Enso's strategic review of its Swedish forest assets, announced on 14 November 2025. The company said the transaction is intended to sharpen its focus on renewable materials and packaging while allowing Bergslagets Skogar to operate independently and pursue opportunities in forest management and land value optimisation.