Finnish materials technology company Spinnova announced on September 17 that it has signed a non-binding letter of intent with Portuguese textile yarn company Tearfil – Indústria Têxtil, S.A. and its shareholders to acquire all shares of Tearfil. If the deal is completed, Spinnova is expected to gain dedicated yarn development and spinning capabilities, shorten R&D cycles, and strengthen its control over the process of converting SPINNOVA® fiber into finished yarn, thereby accelerating commercialization with brand and supply chain partners.

Spinnova produces textile fiber from wood pulp and waste streams, and Tearfil is a key development partner in its ecosystem. Spinnova CEO Janne Poranen said Tearfil has played an important role in advancing SPINNOVA® fiber toward commercial application, and bringing the relevant capabilities in-house will help the fiber gain broader adoption and advance the commercialization and scaling of the technology.

According to the letter of intent, the initial consideration for the acquisition is €500,000 in cash plus Spinnova shares, with completion expected in the first quarter of 2027. The letter of intent is non-binding except for certain expressly binding provisions, and Spinnova is under no obligation to proceed with or complete the acquisition.

The letter of intent also provides that during Tearfil's special revitalization procedure (PER), Spinnova intends to provide a €1.5 million bridge loan. PER is a court-supervised restructuring procedure in Portugal that allows companies that are not yet insolvent but are in financial difficulty to continue operating while negotiating with creditors and obtaining approval for a recovery plan. The loan carries an annual interest rate of 12-month EURIBOR plus 2%, has a term of one year from disbursement, and includes a trigger for early repayment if Spinnova decides not to proceed with the acquisition. The loan is pending the signing of final loan documents by both parties and satisfaction of relevant conditions, and Spinnova expects to complete the arrangement and disclose it publicly within the coming weeks. The financing is intended to support Tearfil's working capital and day-to-day operating needs during the PER, and is intended to obtain priority, protection and recoverable status under Portuguese insolvency and restructuring law, while also securing favorable guarantees for Spinnova.

Financial data show that Tearfil's 2025 revenue was €8.572 million, down from €12.941 million in 2024; its 2025 loss was €3.274 million, compared with a loss of €448,000 in 2024. As of the end of 2025, the company's total assets (fixed assets) were €6.625 million, total equity was €2.426 million, short-term liabilities were €7.909 million, and long-term liabilities were €5.003 million. The liabilities listed in the table are expected to be addressed in the PER process, with the outcome depending on negotiations with creditors over the recovery plan and approval by the competent Portuguese court.

Completion of the acquisition remains subject to several key conditions, including satisfactory due diligence results, approval by Spinnova's board of directors, final approval of Tearfil's PER restructuring plan, and execution of final transaction documents. For the textile fiber and recycled materials industry, this transaction reflects that materials technology companies are extending upstream into spinning to control the commercialization process, while Tearfil's financial difficulties also highlight the operating pressure currently facing midstream European textile companies.

Source: Spinnova Signs Letter Of Intent Regarding Potential Acquisition Of Tearfil And Related EUR 1.5 Million Bridge Loan Financing · Originally published 2026-09-19