Wednesday, April 29, 2026
UPM-Kymmene Corporation has approved a plan to separate its plywood operations into a new independent listed company, to be called WISA Group Plc. The decision follows a strategic review announced in September 2025 to assess how the plywood business could achieve stronger long-term growth in a changing market. The proposed transaction will be implemented as a partial demerger, under which all assets and liabilities linked to the plywood division will be transferred to the newly formed entity. The plan remains subject to shareholder approval at an Extraordinary General Meeting expected by early September 2026, while completion is targeted for 31 October 2026. A separate demerger and listing prospectus will be published in due course.
UPM intends to apply for the admission of WISA Group shares to trading on Nasdaq Helsinki Ltd, with trading expected to commence around early November 2026. Initially, the shareholder structure of WISA Group will mirror that of UPM. The separation is designed to sharpen strategic focus and unlock value by allowing both businesses to pursue independent priorities. Governance structures are expected to be simplified. Decision-making processes will become more direct. Greater transparency will be provided to investors, particularly regarding the specific value drivers of the plywood segment. This is anticipated to support fair valuation and improved access to external capital.
UPM’s leadership has highlighted the long-term benefits of the move. Chief Executive Massimo Reynaudo stated that the restructuring will clarify the company’s portfolio and strengthen future prospects. The plywood business will gain the flexibility to pursue its own growth strategy. At the same time, UPM will be able to focus more clearly on its core operations. Tuija Suur-Hamari, who currently leads the plywood division, has been appointed President and CEO of WISA Group, effective upon completion of the demerger. The remaining management team will be confirmed before the transaction is finalised.
The demerger will be carried out in accordance with Finnish corporate legislation. Shareholders of UPM will receive one new share in WISA Group for each share they hold, resulting in a 1:1 distribution ratio. No action will be required from shareholders, and their existing holdings in UPM will remain unchanged. The plywood division will be reported as discontinued operations starting from the second quarter of 2026, in line with IFRS 5. However, the Board retains the right to cancel the transaction before completion if circumstances change and the demerger is no longer considered beneficial.
Following the separation, WISA Group is expected to emerge as a leading European plywood producer with operations across Finland and Estonia. The company will run seven production facilities with an estimated annual capacity of approximately 785,000 cubic metres. Its product offering will include plywood and veneer solutions for construction, vehicle flooring, LNG shipbuilding, parquet manufacturing and other industrial applications. In 2025, the plywood business recorded sales of €409 million and comparable EBITDA of €55 million, indicating solid operational performance.
Financing for the new company has already been arranged, subject to customary conditions. In addition, UPM has completed a consent solicitation process with bondholders, securing approval for amendments to the terms of its green notes due between 2028 and 2034. These changes include waivers related to creditor rights in the context of the demerger. The company has also received a binding advance ruling from the Finnish Tax Administration confirming that the transaction will be treated as a tax-neutral partial demerger under applicable legislation.
The governance framework for WISA Group will be established at the Extraordinary General Meeting, where its Board of Directors will be elected. No changes are expected to UPM’s existing board composition. The move reflects a broader trend within the forest products industry, where companies are streamlining portfolios to focus on core strengths and improve competitiveness. Demand for high-performance plywood solutions continues to grow, particularly in specialised applications such as construction and transport.
UPM continues to position itself as a global materials solutions provider with a strong emphasis on sustainability. The company’s portfolio includes renewable fibres, advanced materials, decarbonisation solutions and communication papers. It employs approximately 15,100 people worldwide and generates annual sales of around €9.7 billion. Its sustainability performance has been recognised by organisations such as EcoVadis and inclusion in the Dow Jones Sustainability Indices. Further details regarding the demerger and WISA Group will be disclosed in the upcoming prospectus, offering investors a more comprehensive view of the new entity’s strategy and growth outlook.
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Tags: Finland forest sector, Nasdaq Helsinki listing, plywood industry Europe, UPM, UPM restructuring, WISA Group Plc, woodworking and processing, woodworking industry, woodworking UK
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