Spinnova has signed a non-binding letter of intent to acquire all shares in Portuguese yarn spinner Tearfil – Indústria Têxtil, a key development partner in Spinnova’s fibre ecosystem.
The contemplated transaction could be completed during the first quarter of 2027, subject to due diligence, board approval, restructuring and definitive agreements.
The proposed deal is intended to give Spinnova dedicated yarn development and spinning capabilities as it works to move its wood-pulp- and waste-based SPINNOVA® fibre toward broader commercial use. Spinnova said greater control over the conversion of its fibre into yarn could shorten development cycles and support collaboration with brands and textile supply-chain partners.
Tearfil has been closely involved in Spinnova’s fibre development work. The companies entered into a yarn-development cooperation agreement in June 2023, and an R&D yarn-spinning line for SPINNOVA® fibre was inaugurated at Tearfil’s mill in Portugal in 2024. Tearfil operates the line, which is used for fibre testing and development work intended to support industrial-scale adoption.
Under the letter of intent, Spinnova has assigned an initial purchase valuation of €500,000 for all shares in Tearfil, payable in cash and Spinnova shares. The letter is largely non-binding and does not commit Spinnova to complete the acquisition.
Spinnova is also considering a €1.5 million bridge loan to Tearfil while the Portuguese company undergoes a court-supervised restructuring process known as Processo Especial de Revitalização, or PER. The process is designed for companies facing financial difficulties but not yet insolvent, allowing them to negotiate a recovery plan with creditors while continuing operations.
The proposed loan would carry an interest rate of 12-month EURIBOR plus 2% and mature one year after disbursement. It would be used for working capital and ordinary operating needs during the restructuring process, subject to Spinnova’s approval. The financing would also include early-repayment triggers if Spinnova does not proceed with the acquisition, along with guarantees in favour of Spinnova.
Tearfil reported turnover of €8.6 million in 2025, down from €12.9 million in 2024, while its 2025 result was a loss of €3.3 million. Its short- and long-term liabilities totaled about €12.9 million at the end of 2025. Those liabilities are expected to be addressed through the PER restructuring process, subject to creditor negotiations and court approval.
Founded in 1973, Tearfil operates a spinning mill in Portugal and develops yarns using a range of conventional and newer fibre technologies. The company has positioned itself as a development partner for emerging fibre producers and textile brands.
Spinnova is a Finnish materials technology company that has developed a patented process for producing textile fibre from wood pulp and waste-based raw materials without dissolving the fibre or using harmful chemicals in the production process. Its SPINNOVA® fibre is designed for textile applications, and the company works with industrial and brand partners to advance the technology toward commercial-scale use.
