The European Commission is set to block the €1.42 billion graphic paper joint venture between UPM and Sappi after the two companies declined to offer concessions, according to people familiar with the matter. The report lands six weeks before UPM's other portfolio exit, the demerger of its plywood business into WISA Group, is due to complete.
The companies also failed to persuade regulators at a closed-door hearing earlier that week, where they argued the deal would make the industry more sustainable and resilient. Selling assets to win approval is not considered an option because buyers are hard to find. The Commission has until 11 November to decide. UPM and Sappi declined to comment.
UPM planned to move about 30% of its sales out of the group
The two transactions together cover Communication Papers, with €2,493 million in 2025 sales, and Plywood, with €409 million. Against group sales of €9,656 million, that is roughly 30% of UPM's revenue, according to Listeds calculations based on the company figures.
The plywood exit is close to done. UPM's extraordinary general meeting approved the WISA Group demerger on 31 August 2026 and elected its board, chaired by Tapio Korpeinen. Completion is expected on or about 31 October, with trading on Nasdaq Helsinki from 2 November. Shareholders receive one WISA share for each UPM share, and the Finnish Tax Administration has ruled the demerger tax-neutral.
Plywood → WISA Group | Communication Papers → joint venture with Sappi | |
2025 sales | €409 million | €2,493 million |
Structure | Demerger, one WISA share per UPM share | 50/50 joint venture, €475 million cash to UPM at closing |
Approvals | Shareholders, tax ruling and prospectus: all cleared | Merger control in the EU, the US and China |
Next date | Completion on or about 31 October, trading from 2 November | EU decision due by 11 November |
Chief executive | Tuija Suur-Hamari | Gunnar Eberhardt (conditional) |
Status | On track | EU veto expected, according to Reuters |
The difference between the two is who has the final say. The demerger needed UPM's own shareholders, a tax ruling and a prospectus approval, and it has cleared all three. The joint venture needs merger control approval from the European Commission and from authorities in the US and China. WISA starts trading on 2 November, and the Commission must decide by 11 November. Within those nine days, UPM will learn whether it is exiting one business or two.
Regulatory concerns grew while the deal moved forward on schedule
UPM and Sappi signed a non-binding letter of intent on 4 December 2025. The plan was a non-listed 50/50 joint venture combining Sappi's European graphic paper business with UPM Communication Papers in Europe, the UK and the US. The Commission opened a Phase II investigation on 28 April 2026. UPM called this a normal step when initial concerns have not been resolved
One month later, on 28 May, the parties signed the definitive agreement. They also secured €600 million of external financing and a €100 million revolving credit facility, both underwritten by Citi and Nordea.
In August the Commission sent a statement of objections. It said the venture could gain enough market power to raise prices and lower quality in coated mechanical and coated wood-free paper, the grades used for magazines, books and promotional print. "The Commission is currently unconvinced that integrating the relevant activities in the joint venture would bring enough benefits, in terms of cost savings or environmental or resilience improvements, to offset the potential harm," it said.
UPM said it was confident it could respond fully to the concerns, and that it "remains convinced that the planned joint venture is a necessary step to secure reliable supply continuity for graphic paper customers in Europe". Sappi called the objections a "standard" step and said it expected a positive outcome by the end of the year. Three weeks later, the companies declined to offer concessions.
Both of UPM's exits were staffed from inside the parent companies
The companies kept building the organisation after the objections arrived. In early September, Gunnar Eberhardt was conditionally nominated as CEO and Stephen Blyth as CFO. On 14 September four more nominations followed: Jan Gustafsson for human resources, Marco Eikelenboom for sales and marketing, Antti Hermonen for operations, and Jan-Sander van Tuijl for supply chain
Of the five nominees whose current roles were disclosed, three come from Sappi Europe and two from UPM Communication Papers. Eikelenboom, currently CEO of Sappi Europe, commented in December that “To remain competitive and sustainable in the long term, consolidation is needed. Consolidation will contribute to a more robust and resilient European graphic paper industry, safeguarding security of domestic supply for the printing sector.” All the nominations depend on regulatory approval, and the current leaders stay in their roles until closing. If the veto happens, the whole team stays where it is.
The same pattern holds at WISA, where Tuija Suur-Hamari moves from running UPM Plywood to chief executive of the new listed company. Listeds has covered the leadership side of this year's Helsinki demergers in Two new listed CEOs, no search, no external hire. The difference is that Suur-Hamari's appointment is certain, while the joint venture team's depends on Brussels.
A veto would leave both parents holding the exposure they tried to exit
For UPM, the deal was an exit from a declining market. After closing, UPM would have had no direct sales exposure to graphic paper in Europe or North America. At closing it would have received €475 million in cash and €98 million in shareholder loan receivables, and €411 million of net pension and other liabilities would have moved to the joint venture.
The business UPM would keep is not weak on returns. In 2025, Communication Papers generated a comparable EBITDA margin of 9.7%, against 14.0% for the rest of the group. Its comparable return on capital employed, however, was 17.8%, compared with 5.8% for the rest of UPM. The deal was about margin mix and market direction, not a loss-making unit. With WISA gone and Communication Papers still in the group, graphic paper would make up a larger share of the UPM that remains.
Sappi's goals were to reduce its direct graphic paper volume exposure to below 20% and to pay down debt. At closing it would have received €90 million in cash.
Decisions on Finnish capacity would go back to each parent
Four of the mills in the deal are in Finland: Sappi's Kirkniemi mill and UPM's Rauma, Kymi and Jämsänkoski paper line 6. The joint venture planned to shift production to its most efficient machines and targeted about €100 million in annual synergies. If the deal is blocked, each company would have to make those capacity decisions on its own. The same shortage of buyers that ruled out remedies would also make any standalone sale harder.
The Reuters report relies on unnamed sources, and the Commission has not ruled. What to watch before 11 November is whether the companies change their position on concessions.
·
5 min read
Explore and follow profiles from this article to get timely updates:

The European Commission is set to block the €1.42 billion graphic paper joint venture between UPM and Sappi after the two companies declined to offer concessions, according to people familiar with the matter. The report lands six weeks before UPM's other portfolio exit, the demerger of its plywood business into WISA Group, is due to complete.
The companies also failed to persuade regulators at a closed-door hearing earlier that week, where they argued the deal would make the industry more sustainable and resilient. Selling assets to win approval is not considered an option because buyers are hard to find. The Commission has until 11 November to decide. UPM and Sappi declined to comment.
UPM planned to move about 30% of its sales out of the group
The two transactions together cover Communication Papers, with €2,493 million in 2025 sales, and Plywood, with €409 million. Against group sales of €9,656 million, that is roughly 30% of UPM's revenue, according to Listeds calculations based on the company figures.
The plywood exit is close to done. UPM's extraordinary general meeting approved the WISA Group demerger on 31 August 2026 and elected its board, chaired by Tapio Korpeinen. Completion is expected on or about 31 October, with trading on Nasdaq Helsinki from 2 November. Shareholders receive one WISA share for each UPM share, and the Finnish Tax Administration has ruled the demerger tax-neutral.
Plywood → WISA Group | Communication Papers → joint venture with Sappi | |
2025 sales | €409 million | €2,493 million |
Structure | Demerger, one WISA share per UPM share | 50/50 joint venture, €475 million cash to UPM at closing |
Approvals | Shareholders, tax ruling and prospectus: all cleared | Merger control in the EU, the US and China |
Next date | Completion on or about 31 October, trading from 2 November | EU decision due by 11 November |
Chief executive | Tuija Suur-Hamari | Gunnar Eberhardt (conditional) |
Status | On track | EU veto expected, according to Reuters |
The difference between the two is who has the final say. The demerger needed UPM's own shareholders, a tax ruling and a prospectus approval, and it has cleared all three. The joint venture needs merger control approval from the European Commission and from authorities in the US and China. WISA starts trading on 2 November, and the Commission must decide by 11 November. Within those nine days, UPM will learn whether it is exiting one business or two.
Regulatory concerns grew while the deal moved forward on schedule
UPM and Sappi signed a non-binding letter of intent on 4 December 2025. The plan was a non-listed 50/50 joint venture combining Sappi's European graphic paper business with UPM Communication Papers in Europe, the UK and the US. The Commission opened a Phase II investigation on 28 April 2026. UPM called this a normal step when initial concerns have not been resolved
One month later, on 28 May, the parties signed the definitive agreement. They also secured €600 million of external financing and a €100 million revolving credit facility, both underwritten by Citi and Nordea.
In August the Commission sent a statement of objections. It said the venture could gain enough market power to raise prices and lower quality in coated mechanical and coated wood-free paper, the grades used for magazines, books and promotional print. "The Commission is currently unconvinced that integrating the relevant activities in the joint venture would bring enough benefits, in terms of cost savings or environmental or resilience improvements, to offset the potential harm," it said.
UPM said it was confident it could respond fully to the concerns, and that it "remains convinced that the planned joint venture is a necessary step to secure reliable supply continuity for graphic paper customers in Europe". Sappi called the objections a "standard" step and said it expected a positive outcome by the end of the year. Three weeks later, the companies declined to offer concessions.
Both of UPM's exits were staffed from inside the parent companies
The companies kept building the organisation after the objections arrived. In early September, Gunnar Eberhardt was conditionally nominated as CEO and Stephen Blyth as CFO. On 14 September four more nominations followed: Jan Gustafsson for human resources, Marco Eikelenboom for sales and marketing, Antti Hermonen for operations, and Jan-Sander van Tuijl for supply chain
Of the five nominees whose current roles were disclosed, three come from Sappi Europe and two from UPM Communication Papers. Eikelenboom, currently CEO of Sappi Europe, commented in December that “To remain competitive and sustainable in the long term, consolidation is needed. Consolidation will contribute to a more robust and resilient European graphic paper industry, safeguarding security of domestic supply for the printing sector.” All the nominations depend on regulatory approval, and the current leaders stay in their roles until closing. If the veto happens, the whole team stays where it is.
The same pattern holds at WISA, where Tuija Suur-Hamari moves from running UPM Plywood to chief executive of the new listed company. Listeds has covered the leadership side of this year's Helsinki demergers in Two new listed CEOs, no search, no external hire. The difference is that Suur-Hamari's appointment is certain, while the joint venture team's depends on Brussels.
A veto would leave both parents holding the exposure they tried to exit
For UPM, the deal was an exit from a declining market. After closing, UPM would have had no direct sales exposure to graphic paper in Europe or North America. At closing it would have received €475 million in cash and €98 million in shareholder loan receivables, and €411 million of net pension and other liabilities would have moved to the joint venture.
The business UPM would keep is not weak on returns. In 2025, Communication Papers generated a comparable EBITDA margin of 9.7%, against 14.0% for the rest of the group. Its comparable return on capital employed, however, was 17.8%, compared with 5.8% for the rest of UPM. The deal was about margin mix and market direction, not a loss-making unit. With WISA gone and Communication Papers still in the group, graphic paper would make up a larger share of the UPM that remains.
Sappi's goals were to reduce its direct graphic paper volume exposure to below 20% and to pay down debt. At closing it would have received €90 million in cash.
Decisions on Finnish capacity would go back to each parent
Four of the mills in the deal are in Finland: Sappi's Kirkniemi mill and UPM's Rauma, Kymi and Jämsänkoski paper line 6. The joint venture planned to shift production to its most efficient machines and targeted about €100 million in annual synergies. If the deal is blocked, each company would have to make those capacity decisions on its own. The same shortage of buyers that ruled out remedies would also make any standalone sale harder.
The Reuters report relies on unnamed sources, and the Commission has not ruled. What to watch before 11 November is whether the companies change their position on concessions.

Investor Event
Listeds Investor Event · Defence
Nordic defence is in a once-in-a-generation growth cycle. Eight listed and pre-IPO companies pitch to 100+ invited investors at Valkoinen Sali, Helsinki
21 September 2026


Latest on Listeds










