Ladies and gentlemen, we are very happy to announce that we are initiating a strategic review of our Swedish Forest assets, including the potential Partial Demerger in order to create Europe's leading stock-listed, publicly listed pure forest company. Next page, please. This is a natural line in our development where we have been- can I get the next page? Thank you. This is a natural development of the focus on building a stronger, more valuable Stora Enso. We have taken lots of actions to improve our underlying profitability, our performance. We have four quarters in a row been able to improve our adjusted EBIT and our profitability. That comes to a large extent through all the actions we are taking in order to improve our competitiveness and reduce costs.
We have also, during the last one and a half years, freed up about EUR 700 million from working capital, taking down working capital as a percentage of sales from above 14% to 7%. We continue this work. We continue focusing and driving profitability and competitiveness of our company. As other steps, recent announcement, we have announced in connection with our Q1 report, a leaner and more customer-focused organization to support our strategic objectives. Also, a couple of weeks ago, we announced that the sale of 175,000 hectares, so representing 12% of our Swedish Forest lands, valued at EUR 900 million in the deal. As we are retaining 15% ownership in the company, the cash proceeds are going to be at closing EUR 790 million to strengthen our balance sheet and to enable also development and further enhancement of competitiveness in our company.
Just as a reminder of the signed forest deal, this would mean that looking into 2024 figures, we are with the sale losing some EUR 25 million of EBITDA. Out of this EUR 25 million, EUR 15 million is cash EBITDA. We get, as said, a valuation of EUR 900 million and cash proceeds of EUR 790 million. When we announced our intentions to divest 12% of our Swedish Forest lands, we clearly said in October of last year that there are two objectives here. There is the objective, of course, to get cash, to strengthen our balance sheet. There is another very important objective, and that is also to clearly confirm and crystallize the true value of our forest assets in Sweden, because this 12% is very representative for our total forest ownership in Sweden. All of this has been done.
The deal has been signed with a long-term 15+15-year goods supply agreement, really ensuring goods supply to Stora Enso's industrial operations and with a significant valuation and cash proceeds. It is important to remember this deal as a starting point in a way for what we announced yesterday evening. We are now initiating a strategic review of the remaining Swedish Forest assets, the remaining 88% in Sweden, which corresponds to 1.2 million hectares and a fair value of EUR 5.8 billion. These assets possess distinguished operational, strategic, and financial profiles.
In the forest business, we see opportunities to create steady income and cash flow, and we see significant value creation opportunities, as also in the same way in the Renewable Materials Company, where we have the strongest offering, we have leading market positions, and we have very cost-competitive integrates and production operational activities. The initiative here aims to further increase business focus, streamline operations even further, and fully unlock the value of both the forest assets and Stora Enso's core renewable materials business, very much focusing on Renewable Packaging Business. We will explore various options, but we are clearly also highlighting here the potential separation and listing of our Swedish Forest assets business through a Partial Demerger.
We believe this can be a value-creating and very interesting opportunity for strengthening of both companies and creating two Europe-leading companies in their fields, renewable materials with a focus on renewable packaging, as well as at the same time Europe's leading pure forest company with interesting value creation opportunities through new revenue streams related to, for instance, renewable energy, wind, solar, but also carbon capturing, carbon credits, and carbon sequestration. There are new clearly visible value streams visible there. Next page, please. All in all, our Swedish Forests, 1.2 million hectares remaining after the divestment of 12%, they are hugely attractive. They are in areas with high productivity. They are managed in a very sustainable, extremely good way, which is also ensuring high productivity.
They are located, as you can see here, in the south or mid-south part of Sweden, where also the forest growth is higher than, for instance, in the more northern part of Sweden. We have high productivity here, high growth, and this, of course, enhances asset value. They are also optimally located in mid-Sweden with a huge demand for wood, for sawmilling and pulp mills. There is a lot of demand here in the proximity in this region, with the annual demand exceeding clearly the harvesting capacity. Very well located and therefore also very valuable forest assets. Now with these words, I hand over to our CFO, Niclas.
Thank you, Hans. If we take the next page, please. Good morning, good afternoon, everyone. Just to build on what Hans was just saying, why are we doing this? How did we come up with this idea of doing a strategic review? I mean, the basics, of course, are self-evident. We are here to delight the customer. We are here to run a good business, a good performance, and work with our stakeholders and create value. We have two distinct parts of the business. As you can see here, we've now pictured it as Stora Enso and then the Swedish Forest asset. Both are really, really interesting. Both are really, really attractive businesses. If we start with Stora Enso, the industrial part. Stora Enso is a global leading renewable packaging company. Sustainability is at the very, very heart of what we do.
It's all about renewable materials. We have leading positions with a differentiated customer-centric offering. We have one of the market's broadest offering in packaging, if not the broadest globally. We have a very strong culture and drive when it comes to innovation and also sustainability, which then underpins the business. As Hans mentioned, we have leading asset-based, cost-competitive integrated sites, and also diversified material supply, including Yuka pulp. Of course, proven track record. On that note, this is something that we, as you know, we take very, very seriously. We have a number of initiatives ongoing with already proven results to continue to strengthen the company and strengthen the performance. If we then look at the forest, and just to add to what Hans was saying already, we are the leading Swedish Forest owner.
We have optimally located assets in central Sweden, which are in close proximity to pulp and sawmills. There are strong tailwinds when it comes to renewable materials. Of course, the forest is a critical raw material or the raw material for this. This will drive market growth both short-term and long-term. We are a leader in biodiversity. This is something which we have worked on. We have a long culture, long history, and also really, really strong assets and capabilities in biodiversity management. The Swedish Forest is also a source of consistent, strong cash flows and also growth in those cash flows. As Hans mentioned, beyond the kind of more bread-and-butter traditional businesses, we can also see emerging new businesses when it comes to renewable energy, carbon credits, and beyond.
The rationale of the strategic review is really to look into these two distinct parts of the business and then conclude on whether it is better to have them as separate businesses or have them continue as is. As Hans mentioned, of course, we have already made some thoughts and analysis, but I want to iterate here that this is the start of a strategic review. We have not concluded anything yet, but we do, of course, have a hypothesis here of what creates the best business value here. We then move to the next page, please. Just briefly on the next steps. We will now initiate the strategic review, and we will provide an update to you by the end of this year.
Just as a reminder, we also do have already earlier informed you about the Capital Markets Day on the 25th of November 2025. With that, I think we can open up for questions.
If you would like to ask a question, please use the raise hand function at the bottom of your Zoom screen. When it is your turn, you will receive a prompt to be promoted as a panelist. Please accept, wait a moment, and once you have been introduced, you may unmute yourself, turn your video on, and ask your question. Please only ask a maximum of two questions at a time. If you wish to ask more than two questions, please rejoin the queue. We will pause a moment to allow questioners to enter the queue. Our first question comes from Lars Kjellberg with Stifel. You may now unmute your audio, turn your video on, and ask your question.
Yeah, good morning, and thank you for taking my question. Curious, of course, to really understand what are the strategic options, what you presented today. It seems like a pretty much shot case. This is the way to do this. What are the alternatives? The other one that I was thinking about, which is quite important in the context of this, is I would assume that a separated forest asset can carry quite a bit of leverage. What are your thoughts on how much leverage it can take on and on what base? Is that the cash EBITDA or is it the EBITDA inclusive of the assets revaluation? And what was the other one I had? No, that's it, I suppose.
Yes. Thank you very much, Lars. Good morning to you also. We have clearly outlined an option here in the stock exchange release. Of course, our job is to maximize shareholder value. That is the leading star for making decisions in this strategic review. As said, there is an option very clearly outlined here. When it comes to leverage and balance sheets for the potential two companies, this is a strategic review. It is premature to take any stance on that. You are absolutely right that our objective is to create two very strong entities in their fields. Europe leading forest company with a stable and very predictable cash flow and also value creation upside by strategic focus and development on forest as a business.
At the same time, of course, our objective is to strengthen the renewable material company and to see to it that we also have a very strong P&L, but also a strong balance sheet. Of course, the forest company will have a lot of equity value and stable cash flows and both EBITDA and EBIT generation. I think that's all I can say at this stage.
Yeah, maybe Lars, maybe I, yeah, just to add to that, I mean, as you hear, it's premature. We are initiating a strategic review, so don't want to get into details about debt allocation. In any case, as you know, debt management, debt reduction, investment grade is what we do here, what we aim for. That's very important for us. If we would conclude that we have two strong companies, the same holds true for both of them. Strong balance sheets, investment grade, stable leading businesses.
Quick follow-up only if I may. You mentioned, Hans, the tightness of the market in that particular area. I would assume that you in the strategic review would ensure similar to what you did with the divestiture, meaning having a significant forward-looking supply agreement if you go ahead to split the company.
We would, in any option, secure long-term wood supply. Right you are. I mean, the sequence of event is there. I mean, the deal of selling 12% with a long-term 15 plus 15-year wood supply agreement. Having with that deal, in a way, crystallized and clearly confirmed the value of the forests we have in Sweden, because this deal is very representative, it also gives a good kind of an input and guidance for what we are looking for also for the rest 88%. Of course, with the difference that we are speaking about a Partial Demerger, we are speaking about a stock-listed entity with our shareholders, current or let's say future shareholders at the time of the demerger.
Very good. Thank you.
Our next question comes from Palav Mittal with Barclays. You may now unmute your audio, turn your video on, and ask your question.
Hi, good morning. A couple of questions. Firstly, if you could just clarify what you mean by Partial Demerger here. Is it that you are not spinning off 100% and you look to sell 60-70%, whatever, and then sell the rest for cash? The reason I'm asking this is because it is slightly confusing in the statement, because you also go and mention that it will be split into a new company that would be wholly owned by all Stora Enso shareholders. That is why it is coming to this confusion. Exactly what I'm trying to understand is what will the SpinCo look like and how much of that will be distributed, 100% or less? That is the first question.
Secondly, if you do this spin, are there any operational or cost dis-synergies that we should be looking at, plus any tax liabilities with the forest spin-off, either for Stora Enso or for shareholders?
Okay, Palav, if I take the first one. Again, just a reminder, we are initiating a strategic review. We are looking at options, and we are highlighting one of the options here. If we then, to your question, one of the options is a Partial Demerger, and here, exactly as you say, there are of course different structures, but maybe the one which has been primarily in mind here is a tax-free spin, meaning that Stora Enso is split into a forest, Swedish Forest, Stora Enso, and the rest of Stora Enso, and the forest asset is then given to our current shareholders or at the time of the spin shareholders. That would mean 100% distribution. Nothing remains with the Stora Enso group. 100% spin is what we have as an option if we would conclude on a demerger.
An option there is to do it in a tax-free way for the tax-free.
Yes. Following up here on the second part of your question, so basically, practically no dis-synergies. That is the way how we would manage this. As Niclas said, without tax implications to our shareholders.
If I can just quickly follow up on the previous question from Lars around debt allocation, clearly you are not commenting on that. Is there any covenant issue with any of your bonds based on the one option that you are highlighting in the release?
No. No covenants. I want to reiterate that whatever we conclude, investment grade is what we are, essentially, yeah, what we are, what we will be also.
Thank you.
Our next question comes from Linus Larsson with SEB. You may now unmute your audio, turn your video on, and ask your question. Please unmute your audio using the black bar at the bottom of your screen.
Thank you very much. Thanks for taking my question. Many, many things to ask. Maybe I'll start with the potential buyback clause. First of all, could you maybe share with us what the buyback clause looks like with the entity that has been agreed to be sold, which you're expecting to sell in the third quarter? With whom would that buyback clause end up? Would it end up with the new potential SpinCo or the industrial entity? Also on that theme, how are you thinking around a potential buyback clause for the bigger forest entity? If you could just share a little bit on that, it would be super interesting. Thank you.
Yeah. Good morning, Linus. And thank you for your question. First of all, in the 12% deal with the buyback clause, it's there in order to ensure that we can continue the wood supply agreement another 15 years. It's more a mechanism in order to really ensure that 15 plus 15, so in total, 30 years of wood supply agreement. That's why the buyback clause is there for Stora Enso, so one-sided. It would be theoretically the industrial, the Renewable Materials Company who has that also in the case of this demerger and creation of a new stock-listed entity. When it comes to, let's say, a Partial Demerger and creation of a publicly listed forest, a pure forest company, of course, there cannot be any buyback or similar arrangements in that case.
Our next question will come from Charlie Muir-Sands with BNP Paribas Exane. You may now unmute your audio, turn your video on, and ask your question.
Hi. Good morning, Jasmine, and thank you for taking my questions. The first thing is just related to the way you currently report. I think your forest segment reported EUR 364 million of EBITDA last year. I just wondered how much of that would be attributable to the Swedish Forest assets. Obviously, for 12%, it only seemed to be EUR 25 million. Some clarity as to the attribution of the rest of that segment would be very helpful. Also, whether you could clarify on the free cash flow basis how much that would be, either pre-tax or post-tax. Secondly, just going back to the 12% that you did sell and just trying to understand the rationale now for a spin or partial spin as opposed to selling more for cash proceeds.
I wondered if you could just talk about the level of interest you got beyond the successful winning consortium that paid one time's book, because I think you previously had indicated that that was the minimum level you would be willing to sell at. I just wondered whether there was a sort of a depth of interest or whether you'd kind of exhausted what was an interesting avenue to crystallize forest valuation through actual cash sales, and therefore how much of this consideration of a spin is sort of plan B, having exhausted plan A. Thank you.
Thank you very much, Charlie. First of all, I mean, the whole idea with this 12% forest sale, as we said in October of last year, is really to crystallize the value. Therefore, a good proxy when you, if you try to estimate the EBITDA for the remaining 1.2 million hectares, you can use, as we said, the EUR 25 million EBITDA for the 12% if you take last year's figures. Please remember that out of that EUR 25 million, EUR 15 million is cash EBITDA, and the rest is basically value appreciation. That gives a good kind of a proxy for what we are speaking here about when estimating for the rest. Of course, if there is the final decision and when there is, we'll come back with more precise figures there. I'll let you answer the free cash flow question, Niclas.
When it comes to the 12% sale, there was a lot of interest. That also, in a way, encouraged us when it comes to maximizing value for our shareholders and for the interest of both the company, the companies, and for our shareholders to take this next step when it comes to the strategic review of creating Europe's leading pure forest company. If you answer the cash flow part, I mean, not much to add on the cash flow. I mean, we are kicking off a strategic review, so it is far premature to kind of discuss cash flow of the entities. As Hans said, the 12% sale is kind of a proxy that is out there.
Great. Just to clarify, the residual of that forest segment's profitability here, that's related to kind of internal markup on externally sourced forest business and the profits from other elements. I mean, I know that Tornator's equity accounted, so there's not much other fully consolidated forests. Just where the extra profit comes from in that segment then.
Again, we are initiating a strategic review. We can go through the current reporting in more detail, but at this stage, we just have to wait a bit and see what we conclude on the strategic review. Of course, at that stage, we'll open up and depending on what we conclude.
Many thanks.
Our next question comes from Col Hathorne with Jefferies. You may now unmute your audio, turn your video on, and ask your question.
Good morning. Thanks for taking my question. I'd just like a bit of color on the discussions you've had with your key shareholders because they have a significant portion of the voting rights. Should we interpret this strategic review as the key shareholders are supportive of you exploring all avenues, including private sales to further insurance consortiums, or is there any avenue that you are getting more pushed down just to understand what is actually on the table? Insurance consortium sale, spin, what are the options that you're exploring? Secondly, on how this will work, because you've got two avenues for your business. You've got realizing value through what is effectively financial engineering on this forest spin to get value for shareholders, but also the operational turnaround of your industrial assets.
How do you ensure that management time is also allocated to the underlying turnaround of your traditional packaging businesses? Thank you.
Yeah, thank you very much, Col. First of all, naturally, our two anchor owners are deeply engaged here and also very supportive for this strategic review, exactly as we have outlined in the stock exchange release, where we clearly outline one avenue forward. There was also from the Wallenberg family investment company, FAM, who is the anchor owner in Stora Enso, a separate press release following our press release where they outlined their support for this strategic review. They also stated that if this strategic review would end up in two leading companies, a leading European pure forest company and a leading renewable materials and packaging company, they would want to remain as anchor and strategic owners in both companies. Of course, the Finnish state through Solidium, the other anchor owner in Stora Enso, is also engaged here.
Of course, they have also expressed to us their support of this strategic review. Yes, right, you are, Col. Let's remember that the most important thing for Stora Enso is the underlying performance, our financial performance, our profitability, serving our customers better than ever before, operating our mills and plants more efficiently than before with higher productivity. That is our key focus. We have done great progress there, as you have seen in our quarterly reports, and we will continue on that path and focusing on that. At the same time, also, of course, looking into our structures. It is very much partly engaging, at least to a large extent, different people and teams. We are committed to creating shareholder value. That is our absolute key target. For that, we need underlying performance, profitability, cash flow, strengthening of a balance sheet, working capital efficiency.
We also need to look into our structures, as we have announced here.
Hans, and then maybe if you'll allow me a follow-up, I know it's early days, but when you put out a public announcement, it often triggers more interest. If a consortium of maybe some insurers come and approach you to take the full amount private, what would you do with ultimately the cash flow if you had a similar structure as the 12% stake? Does Stora Enso have the flexibility to either return the cash as special dividends or investigate buybacks for the shares? Is that an option that's on the table if you're approached for that deal?
I think it's speculation. Every proposal that our company would get would be handled by our board of directors. I think it's speculation. We have now published a stock exchange release with a very clearly outlined option and avenue for the future.
Thank you.
There are no further questions. I shall now hand back to CEO Hans Sohlström and CFO Niclas Rosenlew for closing remarks.
Thank you very much for participating here on a short notice. As you can see, the actions we are taking and also this strategic review is really showing our deep commitment to maximize shareholder value. That is the most important target for us in the management, for me personally, also for our board of directors. That is what we are doing. We are seeing to it that we are maximizing shareholder value for the benefit of all our owners. Thank you very much for joining in here. Also, happy Midsummer for those who are celebrating Midsummer and looking forward to speaking to you then in our next webcast. Thanks a lot. Take care. Bye-bye.