Spinnova has signed a non-binding letter of intent to acquire Portuguese yarn spinner Tearfil for €500,000, and is preparing a €1.5 million bridge loan to keep the financially troubled company trading through court-supervised restructuring.

The Finnish fibre technology company would pay the purchase price through a combination of cash and Spinnova shares. Tearfil, one of its key development partners and a specialist in converting Spinnova fibre into yarn, is entering a Processo Especial de Revitalização (PER) — a Portuguese procedure that allows a company in financial difficulty, but not yet insolvent, to negotiate a recovery plan with creditors under court supervision while continuing to trade.

The restructuring follows a sharp deterioration in Tearfil's performance during 2025. Turnover fell by almost 34%, from €12.9 million in 2024 to €8.6 million. The loss widened from €448,000 to €3.27 million. At the end of 2025, the spinner carried short-term liabilities of €7.9 million and long-term liabilities of €5 million — a debt load that far exceeds the proposed €500,000 purchase price.

Why Spinnova wants the asset

For Spinnova, the acquisition would deliver dedicated yarn development and spinning capabilities as it seeks to accelerate the commercialisation of its fibre technology. Tearfil has already played an important role in developing yarns incorporating Spinnova fibre and bringing them closer to commercial textile applications. Taking the spinner in-house would give Spinnova greater control over this stage of the supply chain and could shorten the time between fibre development and customer-ready yarns and fabrics.

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

Bridge loan first, acquisition later

The bridge loan moves first. Spinnova is preparing to provide Tearfil with €1.5 million to support working capital and normal operations during the PER process. The loan would carry interest at 12-month Euribor plus 2% and mature one year after payment, with provisions allowing Spinnova to seek early repayment if it decides not to proceed with the acquisition. Spinnova expects to complete the loan arrangements within the coming weeks.

The acquisition itself faces multiple conditions. Any deal remains dependent on due diligence, approval by Spinnova's board and — significantly — agreement and court approval of Tearfil's restructuring plan. The two companies would also have to agree definitive transaction documents. If those conditions hold, Spinnova expects to complete the acquisition during the first quarter of 2027.

The move marks a further step downstream for Spinnova as it attempts to turn its fibre technology into commercially scalable textile products. Its process mechanically produces cellulosic textile fibre from raw materials including wood pulp and waste streams, without the conventional dissolving processes used in man-made cellulosic fibre production. The proposed Tearfil deal suggests that securing the subsequent spinning and yarn-development stage has become an important part of that commercialisation effort.

For now, the transaction remains an intention rather than a deal: the letter of intent is non-binding, and the outcome rests partly with a Portuguese court and Tearfil's creditors. Spinnova expects the bridge financing to be in place within weeks, with any acquisition to follow only if the restructuring plan wins approval.