Spinnova Plc has signed a non-binding letter of intent to acquire Portuguese yarn spinning company Tearfil – Indústria Têxtil, S.A. for EUR 500,000 in cash and Spinnova shares, according to company announcements. The proposed deal aims to secure dedicated development capabilities for SPINNOVA® fibre and shorten commercialisation cycles by Q1 2027.
Acquisition Terms and Restructuring Plans
According to Spinnova Plc, the transaction framework includes an initial purchase valuation of EUR 500,000 paid through a combination of cash and company shares for all shares in Tearfil. The completion of the acquisition depends on several conditions, including satisfactory due diligence, approval by Spinnova’s Board of Directors, final approval of Tearfil’s restructuring plan, and agreement on definitive transaction documents.
To support Tearfil during its court-supervised restructuring, Spinnova contemplates providing a EUR 1.5 million bridge loan. According to company disclosures, the financing is intended for Tearfil’s working capital and ordinary-course operational needs during a Processo Especial de Revitalização (PER) in Portugal. The PER process is a court-supervised mechanism designed for companies experiencing financial difficulty to negotiate a recovery plan with creditors while maintaining ongoing business operations.
Loan Structure and Financial Metrics
According to transaction terms, the bridge loan carries an interest rate of 12-month EURIBOR plus 2% and matures one year after payment. The loan agreement features early repayment triggers if Spinnova ultimately decides not to proceed with the acquisition. The arrangement remains subject to the execution of definitive loan documentation and the fulfillment of applicable conditions.
Tearfil reported financial figures showing a turnover of EUR 8,572 thousand and a result of negative EUR 3,274 thousand for the 2025 financial year, compared to a turnover of EUR 12,941 thousand and a result of negative EUR 448 thousand in 2024. Total fixed assets stood at EUR 6,625 thousand in 2025, up from EUR 3,493 thousand in 2024, while total equity shifted to EUR 2,426 thousand from EUR 2,195 thousand. Short-term liabilities were recorded at EUR 7,909 thousand alongside long-term liabilities of EUR 5,003 thousand for 2025.
Strategic Value in the Textile Value Chain
According to Spinnova Chief Executive Officer Janne Poranen, Tearfil has served as a key development partner in advancing SPINNOVA® fibre toward commercial applications. Bringing these capabilities in-house is intended to give Spinnova greater control over converting wood pulp and waste stream fibres into customer-ready yarns and textile applications.
The contemplated acquisition targets completion during the first quarter of 2027. Market participants will receive further updates as Spinnova finalizes the bridge loan arrangement and progresses through the due diligence and restructuring phases.
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