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WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO
BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION
TO THE REQUIREMENTS UNDER FINNISH LAW. FOR FURTHER INFORMATION, SEE “IMPORTANT
NOTICE” BELOW.
Arcus: Altia and Arcus will complete the merger of Arcus into Altia
Altia Plc (“Altia”) and Arcus ASA (“Arcus”) announced on 29 September 2020 the
merger of Altia’s and Arcus’ business operations through a statutory cross
-border absorption merger of Arcus into Altia (the “Merger”). As announced on 23
July 2021, Altia and Arcus have received all regulatory approvals for the
Merger, and the Boards of Directors of Altia and Arcus have today resolved to
complete the Merger in accordance with the merger plan and combination agreement
entered into on 29 September 2020.
The execution of the Merger is expected to be registered at the Finnish Trade
Register on 1 September 2021. The new combined company will be named Anora Group
Plc (“Anora”). Anora will be a leading wine and spirits brand house in the
Nordic region and a global industry forerunner in sustainability.
Issuing of new Altia shares as merger consideration to the shareholders of Arcus
As merger consideration, the shareholders of Arcus will receive 0.4618 new
shares in Altia for each share registered as held in Arcus upon completion of
the Merger. Arcus’ shareholders will in aggregate receive shares representing
approximately a 46.5% ownership in the Anora. The aggregate number of the new
shares in Altia to be issued in connection with the Merger is expected to be
31,413,139 shares, resulting in 67,553,624 shares in total in Anora. The share
capital of Altia shall be increased by EUR 1,019,621.64 in connection with the
registration of the execution of the Merger. The merger consideration shares are
intended to be registered at the Finnish Trade Register on 1 September 2021 and
delivered to the Arcus shareholders’ VPS accounts through a depository interest
arrangement. The last day of trading and listing of the shares in Arcus on the
Oslo Stock Exchange is 31 August 2021.
Trading in the new shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq
Helsinki”) is expected to commence on 1 September 2021. Additionally, Altia will
submit an application for a temporary secondary listing of Anora’s shares on the
Oslo Børs (the “Oslo Stock Exchange”) in connection with the completion of the
Merger. The shares will be listed through a depository interest arrangement in
the Norwegian Verdipapirsentralen (the “VPS”) and trading in the depository
interests on the Oslo Stock Exchange is expected to commence on 1 September
2021. After a transitional period of four (4) months from the first day of the
secondary listing on the Oslo Stock Exchange, the shares in Anora shall be
delisted from the Oslo Stock Exchange. Anora’s shares will be subject to trading
on Nasdaq Helsinki under the trading code ANORA (ISIN code: FI4000292438) and on
the Oslo Stock Exchange under the ticker code ANORA (ISIN code: FI4000292438 ).
In case the number of shares to be received by a shareholder of Arcus per each
individual book-entry account as merger consideration is a fractional number,
the fractions shall be rounded down to the nearest whole share for the purpose
of determining the number of merger consideration shares to be received by the
relevant shareholder. Fractional entitlements to new shares of Anora shall be
aggregated and sold in public trading on Nasdaq Helsinki or the Oslo Stock
Exchange and the proceeds shall be distributed to shareholders of Arcus entitled
to receive such fractional entitlements in proportion to holding of such
fractional entitlements.
Extra dividend payment resolved by Altia today in accordance with the merger
plan
Altia has resolved that a dividend of EUR 0.40 per share shall be distributed in
accordance with the merger plan approved by the shareholders of Arcus and Altia
at the Extraordinary General Meetings held on 12 November 2020. The dividend
will be paid to Altia’s shareholders registered in Altia’s shareholders’
register maintained by Euroclear Finland Oy on the record date for the dividend
payment on 27 August 2021. The dividend will be paid on 3 September 2021.
Composition of the Board of Directors and other resolutions of the Extraordinary
General Meeting of Altia relating to the Merger
In accordance with the resolution of the Extraordinary General Meeting of Altia
held on 12 November 2020 (the “EGM”), the Board of Directors of Anora will
consist of current Altia board members Sanna Suvanto-Harsaae, Jyrki Mäki-Kala
and Torsten Steenholt, current Arcus board members Michael Holm Johansen,
Kirsten Ægidius, Ingeborg Flønes and Nils Selte, and new board member Sinikka
Mustakari.
Michael Holm Johansen, currently Chairman of the Board of Directors of Arcus,
will serve as Chairman of the Board of Directors of Anora and Sanna Suvanto
-Harsaae, currently Chairman of the Board of Directors of Altia, will serve as
Vice Chairman of the Board of Directors of Anora.
The term of the new Board of Directors will commence on the date of the
registration of the execution of Merger with the Finnish Trade Register (the
“Effective Date”) and expire at the end of Anora’s Annual General Meeting 2022.
The resolutions of the EGM regarding the amendment of Anora’s Articles of
Association, remuneration of the members of the Board of Directors, the
amendment of the charter of the Shareholders’ Nomination Board, and other
matters set out in the merger plan will take effect on the Effective Date of the
Merger. Pursuant to the temporary deviation of the charter of the Shareholders’
Nomination Board, the members of the Shareholders’ Nomination Board of Anora
will be determined based on the three (3) largest shareholders in Anora on the
tenth (10) business day following the registration of the Merger.
The persons appointed to the Executive Management Team of Anora were previously
announced on 18 August 2021.
ARCUS ASA
Contacts:
For questions, please contact Per Bjørkum, Group Director Communications and IR.
Mobile.: +47 92255777, email: per.bjorkum@arcus.no.
Information on Arcus and Altia in brief
Arcus is a leading Nordic branded consumer goods company within wine and
spirits. Arcus is the world’s largest producer of aquavit, and holds strong
market positions for wine and spirits across the Nordics. Vectura, a wholly
owned company, supplies complete logistics solutions for the beverage industry
in Norway. Arcus was spun off from the Norwegian state monopoly, Vinmonopolet,
in 1996 and since then has grown from a local company to an international group
with the Nordic region and Germany as its home market. The Group also exports a
significant volume of spirits to other countries. Arcus is listed on Oslo Børs.
Altia is a leading Nordic alcoholic beverage brand company operating in the wine
and spirits markets in the Nordic and Baltic countries. Altia wants to support a
development of a modern, responsible Nordic drinking culture. Altia’s key
exports brands are Koskenkorva, O.P. Anderson and Larsen. Other iconic Nordic
brands are Chill Out, Blossa, Xanté, Jaloviina, Leijona, Explorer and
Grönstedts.
Altia’s current strategy is built on two core strengths: Altia is the Nordic
distillery that masters the sustainable production of high-quality grain-based
spirits, and provides the best route-to-market through distribution and channel
execution for its brands and partners.
Important notice
The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, in whole or in part,
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South
Africa or any other jurisdiction where such publication or distribution would
violate applicable laws or rules or would require additional documents to be
completed or registered or require any measure to be undertaken in addition to
the requirements under Finnish law. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This release is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.
Altia is a Finnish company and Arcus is a Norwegian company. The transaction,
including the information distributed in connection with the merger and the
related shareholder votes, is subject to disclosure, timing and procedural
requirements of a non-U.S. country, which are different from those of the United
States.
It may be difficult for U.S. shareholders of Arcus to enforce their rights and
any claim they may have arising under U.S. federal or state securities laws,
since Altia and Arcus are not located in the United States, and all or some of
their officers and directors are residents of non-U.S. jurisdictions. It may be
difficult to compel a foreign company and its affiliates to subject themselves
to a U.S. court’s judgment. U.S. shareholders of Arcus may not be able to sue
Altia or Arcus or their respective officers and directors in a non-U.S. court
for violations of U.S. laws, including federal securities laws, or at the least
it may prove to be difficult to evidence such claims. Further, it may be
difficult to compel Altia or Arcus and their affiliates to subject themselves to
the jurisdiction of a U.S. court. In addition, there is substantial doubt as to
the enforceability in a foreign country in original actions, or in actions for
the enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws.
Arcus’ shareholders should be aware that Altia is prohibited from purchasing
Arcus’ shares otherwise than under the Merger, such as in open market or
privately negotiated purchases, at any time during the pendency of the Merger
under the Merger Plan.
This release does not constitute a notice to an EGM or a merger prospectus and
as such, does not constitute or form part of and should not be construed as, an
offer to sell, or the solicitation or invitation of any offer to buy, acquire or
subscribe for, any securities or an inducement to enter into investment
activity. Any decision with respect to the proposed merger of Arcus into Altia
should be made solely on the basis of information to be contained in the actual
notices to the EGM of Arcus and Altia, as applicable, and the merger prospectus
related to the merger as well as on an independent analysis of the information
contained therein. You should consult the merger prospectus for more complete
information about Altia, Arcus, their respective subsidiaries, their respective
securities and the merger. No part of this release, nor the fact of its
distribution, should form the basis of, or be relied on in connection with, any
contract or commitment or investment decision whatsoever. The information
contained in this release has not been independently verified. No
representation, warranty or undertaking, expressed or implied, is made as to,
and no reliance should be placed on, the fairness, accuracy, completeness or
correctness of the information or the opinions contained herein. Neither Altia
nor Arcus, nor any of their respective affiliates, advisors or representatives
or any other person, shall have any liability whatsoever (in negligence or
otherwise) for any loss however arising from any use of this release or its
contents or otherwise arising in connection with this release. Each person must
rely on their own examination and analysis of Altia, Arcus, their respective
securities and the merger, including the merits and risks involved. The
transaction may have tax consequences for Arcus shareholders, who should seek
their own tax advice.
This release includes “forward-looking statements.” These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words “aims,” “anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,”
“would” and similar expressions as they relate to Altia, Arcus or the merger
identify certain of these forward-looking statements. Other forward-looking
statements can be identified in the context in which the statements are made.
Forward-looking statements are set forth in a number of places in this release,
including wherever this release includes information on the future results,
plans and expectations with regard to the Combined Company’s business, including
its strategic plans and plans on growth and profitability, and the general
economic conditions. These forward-looking statements are based on present
plans, estimates, projections and expectations and are not guarantees of future
performance. They are based on certain expectations, which may turn out to be
incorrect. Such forward-looking statements are based on assumptions and are
subject to various risks and uncertainties. Shareholders should not rely on
these forward-looking statements. Numerous factors may cause the actual results
of operations or financial condition of the Combined Company to differ
materially from those expressed or implied in the forward-looking statements.
Neither Altia nor Arcus, nor any of their respective affiliates, advisors or
representatives or any other person undertakes any obligation to review or
confirm or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise after the date of this
release. Further, there can be no certainty that the merger will be completed in
the manner and timeframe described in this release, or at all.
The securities referred to in this release have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United States (as
such term is defined in Regulation S under the U.S. Securities Act) and may not
be offered, sold or delivered, directly or indirectly, in or into the United
States absent registration, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable state and other securities laws of the
United States. This release does not constitute an offer to sell or solicitation
of an offer to buy any of the shares in the United States. Any offer or sale of
new Altia shares made in the United States in connection with the merger may be
made pursuant to the exemption from the registration requirements of the U.S.
Securities Act provided by Rule 802 thereunder.
The new shares in Altia have not been and will not be listed on a U.S.
securities exchange or quoted on any inter-dealer quotation system in the United
States. Neither Altia nor Arcus intends to take any action to facilitate a
market in the new shares in Altia in the United States.
The new shares in Altia have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other regulatory authority in the United States, nor have
any of the foregoing authorities passed comment upon, or endorsed the merit of,
the merger or the accuracy or the adequacy of this release. Any representation
to the contrary is a criminal offence in the United States.
Kilde
