On Thursday 17 September Spinnova Plc, the Jyväskylä materials-technology company that makes textile fibre from wood pulp and waste streams, told the Helsinki market that it had signed a non-binding letter of intent with Tearfil – Indústria Têxtil, S.A. and its shareholders to acquire all of the shares in the Portuguese yarn spinner. The letter puts an initial purchase valuation of €500,000 on the company, payable in cash and Spinnova shares, and targets completion in the first quarter of 2027. Before any of that, Spinnova intends to lend Tearfil €1.5 million to keep the mill running while it restructures its debts through a Portuguese court-supervised process, the Processo Especial de Revitalização (PER).
The announcement, filed as inside information under the Nasdaq First North Growth Market Finland rules, is a rare case of a Nordic materials company moving to own a piece of Portugal’s yarn chain outright rather than buy from it. Tearfil sits in Moreira de Cónegos, a parish of Guimarães in the Vale do Ave, the valley that concentrates most of Portugal’s spinning, knitting and finishing capacity and that Danish and Swedish brands have been drawing on for two decades. “Tearfil has been an important partner for Spinnova, playing a key role in advancing SPINNOVA® fibre toward commercial applications,” said Janne Poranen, Spinnova’s co-founder and chief executive. “Bringing these capabilities into Spinnova would strengthen our ability to support broader adoption of SPINNOVA® fibre and advance the commercial scaling of our technology.”
From supplier to subsidiary in eight months
The relationship is not new. On 14 January this year Spinnova and Tearfil signed a first non-binding letter of intent under which the Guimarães mill would secure access to future SPINNOVA® fibre volumes and introduce yarn blends containing the fibre to European textile customers. Tearfil’s chief executive, Maria de Belém Machado, said then that the company was “proud to be at the forefront of its industrial adoption” and looked forward to “introducing yarn blends containing SPINNOVA® fibre to the European market and beyond”. Spinnova’s senior commercial manager, Pedro Brito, described the mill as “one of Spinnova’s key partners in increasing the industrial adoption of SPINNOVA® fibre in the global textile value chain”.
What has changed since January is Tearfil’s balance sheet. The figures Spinnova attached to Thursday’s release show a mill whose turnover fell by a third last year and whose loss widened sevenfold, even as it invested: fixed assets almost doubled to €6.6 million. Spinnova’s stated rationale for buying rather than continuing to contract is control of the conversion step, the point where a novel fibre is spun into “customer-ready yarns and textile applications”, and shorter development cycles with the brands and supply-chain partners it is trying to sign.
| Tearfil – Indústria Têxtil, S.A. (€ thousand) | 2024 | 2025 | Change |
|---|---|---|---|
| Turnover | 12,941 | 8,572 | −33.8% |
| Result for the year | −448 | −3,274 | loss widened |
| Total fixed assets | 3,493 | 6,625 | +89.7% |
| Total equity | 2,195 | 2,426 | +10.5% |
| Short-term liabilities | 8,632 | 7,909 | −8.4% |
| Long-term liabilities | 3,781 | 5,003 | +32.3% |
Source: Spinnova Plc inside-information release, 17 September 2026 (figures as of 31 December 2024 and 2025). Percentages by NorthSouth HQ. The liabilities are the ones to be addressed in the PER.
The bridge loan and the PER
The PER is Portugal’s pre-insolvency tool: a company in financial difficulty but not yet insolvent negotiates a recovery plan with its creditors under court supervision while continuing to trade, and the plan binds all creditors once the court approves it. Spinnova’s €1.5 million is designed to carry Tearfil through that process. The contemplated terms are an interest rate of 12-month EURIBOR plus 2 percent, maturity one year after payment, use restricted to working capital and ordinary-course needs subject to Spinnova’s approval, early-repayment triggers if Spinnova decides not to proceed with the acquisition, and guarantees in Spinnova’s favour together with whatever priority and protection Portuguese insolvency and restructuring law grants to new money. Spinnova said it expects to finalise the loan documentation “in the coming weeks” and will inform the market when it does.
The acquisition itself remains conditional on satisfactory due diligence, approval by Spinnova’s board, final approval of Tearfil’s PER plan by the creditors and the competent Portuguese court, definitive transaction documents and “other customary transaction protections satisfactory to Spinnova”. Apart from a few expressly binding provisions, the letter does not oblige Spinnova to complete. The restructuring has a visible pre-history: in October 2025 Tearfil made 30 workers redundant in a collective dismissal that the company described, according to the regional daily O Minho, as part of a restructuring begun in 2022 with the integration of the SMBM/Fifitex industrial unit.
Who Tearfil is
Tearfil has spun yarn since 1973. For most of the last decade it belonged to MoreTextile, the home-textiles group assembled in 2011 from JMA Felpos, António Almeida & Filhos and Coelima and controlled by a recovery fund managed by ECS Capital. In July 2019 MoreTextile sold the spinning business to Maria de Belém Machado, a Guimarães entrepreneur, to concentrate on towels and bed linen; at the time the group described Tearfil as having about 300 customers, some 200 employees and a turnover of €12 million, of which 12 percent came from exports. The company is registered as Tearfil – Indústria Têxtil, S.A. (NIF 514993820) at Avenida Comendador Joaquim de Almeida Freitas 3, Moreira de Cónegos. Portugal Têxtil, the trade publication that first carried Thursday’s release in Portuguese, has followed the mill’s attempts to move up the value chain, from cardo (thistle) fibre trials to the Spinnova blends.
Who Spinnova is, and why it is buying now
Spinnova was founded in 2014 by Janne Poranen and Juha Salmela on a patented mechanical process that turns cellulose pulp or waste into a cotton-like fibre without dissolving chemicals; the company says the process creates no side streams and the fibre is biodegradable and recyclable. Its demonstration plant, Woodspin in Jyväskylä, was built with the Brazilian pulp group Suzano and restarted trial runs this spring after a long pause. The scale is still that of a technology developer rather than a manufacturer: revenue of €286,000 in the first half of 2026, an operating loss of €6.9 million, 58 permanent employees, and liquid funds of €38.5 million at the time of the half-year report. On 13 August the company said it had confidentially filed a draft F-1 with the US Securities and Exchange Commission for an initial public offering and a Nasdaq dual listing, targeting gross proceeds of at least US$15 million, with the money earmarked for the ramp-up of its Eteläportti demo facility and commercialisation.
The brands around the fibre are largely Nordic, which is why Guimarães is a natural place to spin it. Bestseller’s JACK & JONES and its womenswear line JJXX have put SPINNOVA® fibre styles into their collections; ECCO, the Danish shoemaker with a factory in Santa Maria da Feira, released a limited edition of its BIOM 720 shoe this spring using a protein-based fibre developed with Spinnova, and the two companies have signed a letter of intent on a joint venture, Respin. Swiss engineer Sulzer, the Swedish textile-recycler Circulose and NZ TEX GROUP joined the ecosystem this year. Owning the spinner closes the loop between a Finnish fibre, a Portuguese yarn and Danish and Swedish brands that already cut and sew in Portugal.
What it means for the corridor
Three things stand out. First, the price. €500,000 for a mill with €6.6 million of fixed assets and €8.6 million of sales is a valuation of the equity after a debt restructuring, not of the business; the real consideration is the €1.5 million of new money and the willingness to carry the PER. That is a template other Nordic industrials could follow in the Ave valley, where family-owned mills with modern equipment and thin equity are common. Second, direction: Finnish capital is arriving in a sector where the corridor flow has run the other way, with Portuguese factories supplying Nordic brands. Denmark’s imports of Portuguese apparel rose 26.7 percent in the first seven months of the year, as NorthSouth HQ reported yesterday, and Sweden’s knitwear imports from Portugal 18 percent in the first half. Third, risk: Spinnova is itself loss-making and mid-way through a US listing; a non-binding letter with a creditors’ vote and a court approval between signature and closing can slip, and the loan’s early-repayment triggers say as much.
The dates to watch are the loan documentation in the coming weeks, the PER plan vote and court homologation, Spinnova’s board decision, and the first quarter of 2027 for completion. Nordic companies with production or subsidiaries in Portugal, including the textile and footwear groups that source in Guimarães, Barcelos and Felgueiras, are listed in the Nordic Companies in Portugal directory; Portuguese textile suppliers with named Nordic customers are in the Portuguese Companies in Scandinavia directory.