Spinnova targets acquisition of Portuguese yarn spinner Tearfil to boost commercial scale

Finnish materials technology company Spinnova has signed a non-binding letter of intent with Portuguese yarn spinning company Tearfil – Indústria Têxtil (Tearfil) and its shareholders regarding the potential acquisition of all shares in the business.

The transaction aims to strengthen the position of Spinnova in the textile value chain by securing dedicated yarn development and spinning capabilities for its wood pulp and waste stream fibre. The move is intended to shorten development cycles, offer greater control over product conversion, and accelerate commercialisation with brand partners.

"Tearfil has been an important partner for Spinnova, playing a key role in advancing Spinnova fibre toward commercial applications," said Janne Poranen, chief executive officer of Spinnova. "Bringing these capabilities into Spinnova would strengthen our ability to support broader adoption of Spinnova fibre and advance the commercial scaling of our technology."

Financial terms and restructuring process

The non-binding agreement outlines an initial purchase valuation of 500,000 euros (574,000 dollars) paid in cash and Spinnova shares for all shares in Tearfil. The framework does not obligate the company to complete the deal, with the intended timeframe for completion targeted during the first quarter of 2027.

Spinnova also plans to provide Tearfil with 1.5 million euros in bridge loan financing while the business undergoes a Portuguese court-supervised special revitalisation proceeding (PER) to restructure its current debts. The PER process allows companies in financial difficulty to negotiate a recovery plan with creditors while maintaining ordinary operations.

The bridge loan features an interest rate of 12-month EURIBOR plus 2% and matures one year after payment. It includes early repayment triggers should Spinnova decide not to proceed with the transaction. The loan remains subject to definitive documentation and conditions, with finalisation expected in the coming weeks.

Tearfil financial overview

For the financial year ended December 31, 2025, Tearfil reported turnover of 8.57 million euros, down from 12.94 million euros in 2024. The business generated a loss of 3.27 million euros in 2025, compared to a loss of 448,000 euros in the previous year.

At the close of 2025, Tearfil held total fixed assets of 6.63 million euros and total equity of 2.43 million euros. Total short-term liabilities stood at 7.91 million euros, alongside long-term liabilities of 5 million euros, both of which are expected to be addressed through the PER restructuring process.

Completion of the potential deal remains subject to satisfactory due diligence, approval by the board of directors at Spinnova, court approval of the PER restructuring plan, and final transaction documents.