ALTIA PLC STOCK EXCHANGE RELEASE 12 NOVEMBER 2020 AT 3:30 p.m. EET
THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN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
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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.
Altia’s Extraordinary General Meeting has approved the merger of Altia Plc and
Arcus ASA
The Extraordinary General Meeting (the “EGM”) of Altia Plc (“Altia”), which was
held today on 12 November 2020, approved the merger of Altia and Arcus ASA
(“Arcus”) in accordance with the merger plan approved by the Board of Directors
of Altia and Arcus on 29 September 2020 (the “Merger Plan”). Pursuant to the
Merger Plan, Arcus shall be merged into Altia through a cross-border absorption
merger so that all assets and liabilities of Arcus shall be transferred without
a liquidation procedure to Altia and Arcus will be dissolved (the “Merger”). The
merger will result in the combined company Anora Group Plc (the “Combined
Company”).
Approval of the Merger and the Merger Plan
The resolution on the Merger included, among other matters set out in the Merger
Plan, the following key items:
Amendment of the Articles of Association
The EGM resolved, pursuant to the Merger Plan, to amend the Articles of
Association of the Combined Company in connection with the execution of the
Merger. The most significant amendments include the change of the company name
into Anora Group Plc (Article 1), a change to the Combined Company's field of
business (Article 2), a change to the term of office of the members of the Board
of Directors conditionally elected at the EGM (Article 4) and related changes to
items that shall be decided on at the Annual General Meeting held in 2021
(Article 11). The amended Articles of Association of the Combined Company have
been appended in their entirety to the Merger Plan.
Merger consideration
The EGM resolved, pursuant to the Merger Plan, that the shareholders of Arcus
shall receive as merger consideration 0.4618 new shares of Altia for each share
owned in Arcus per each individual book-entry account (the “Merger Consideration
Shares” or the “Merger Consideration”). The Merger Consideration shall be issued
to the shareholders of Arcus in proportion to their shareholding in Arcus. No
Merger Consideration will be issued with respect to shares in Arcus held by
Arcus itself or by Altia. The allocation of the Merger Consideration will be
based on the shareholding in Arcus at a record date to be set in connection with
the completion of the Merger.
In case the number of shares 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 the Combined
Company shall be aggregated and sold in public trading on the Helsinki Stock
Exchange or the Oslo Børs and the proceeds shall be distributed to shareholders
of Arcus entitled to receive such fractional entitlements in proportion to their
holding of such fractional entitlements. Any costs related to the sale and
distribution of fractional entitlements shall be borne by Altia.
The final total number of shares in the Combined Company to be issued as Merger
Consideration shall be determined on the basis of the number of shares in Arcus
held by shareholders of Arcus, other than Arcus itself and Altia, at a record
date to be set in connection with completion of the Merger. Such total number of
shares to be issued as Merger Consideration shall be rounded down to the nearest
full share.
Number of members of the Board of Directors
The EGM resolved, pursuant to the Merger Plan, that the number of members of the
Board of Directors of the Combined Company, including the Chairman of the Board
of Directors, shall be eight (8).
Composition of the Board of Directors
The EGM resolved, pursuant to the Merger Plan, that Sanna Suvanto-Harsaae, Jyrki
Mäki-Kala and Torsten Steenholt of the current members of the Board of Directors
of Altia be conditionally elected to continue to serve on the Board of Directors
of the Combined Company, that Michael Holm Johansen, Kirsten Ægidius, Ingeborg
Flønes and Nils Selte of the current members of the Board of Directors of Arcus
be conditionally elected as new members of the Board of Directors of the
Combined Company, that Sinikka Mustakari be conditionally elected as a new
member of the Board of Directors of the Combined Company, that Michael Holm
Johansen, currently a member of the Board of Directors of Arcus, be
conditionally elected as Chairman of the Board of Directors of the Combined
Company and that Sanna Suvanto-Harsaae, currently a member of the Board of
Directors of Altia, be conditionally elected as Vice Chairman of the Board of
Directors of the Combined Company, each for the term commencing on the date of
the registration of the execution of Merger with the Finnish Trade Register (the
“Effective Date”) and expiring at the end of the Annual General Meeting of the
Combined Company held in 2022.
The term of the currently serving members of the Board of Directors not
conditionally elected to continue in the Board of Directors of the Combined
Company for the term commencing on the Effective Date shall end on the Effective
Date.
Remuneration of the new members of the Board of Directors
The EGM resolved, pursuant to the Merger Plan and in line with the resolutions
of the Annual General Meeting of Altia held on 4 June 2020, that the new members
of the Board of Directors of the Combined Company conditionally elected for the
term commencing on the Effective Date and expiring at the end of the Annual
General Meeting of the Combined Company held in 2022 be paid monthly fees as
follows:
− EUR 4 000 per month, Chairman
− EUR 2 500 per month, Vice Chairman
− EUR 2 000 per month, member
The remuneration of the members of the Board of Directors potentially nominated
by the employees as employee representatives shall be determined separately by
the Board of Directors but will not in any event exceed the remuneration of the
other members of the Board of Directors.
Otherwise the resolutions on Board remuneration made by the Annual General
Meeting of Altia held on 4 June 2020 shall remain in force unaffected.
The annual remuneration of the new Board members conditionally elected hereunder
shall be paid in proportion to the length of their term in office.
Amendment and temporary deviation from the Charter of the Altia Shareholders’
Nomination Board
The EGM resolved, pursuant to the Merger Plan, to make an amendment to and a one
-time deviation from the charter of the Shareholders' Nomination Board of Altia
(the “Charter”).
The EGM resolved to amend the Charter so that in addition to the Chairman of the
Board of Directors, also the Vice Chairman of the Board of Directors will act as
an expert member to the Shareholders' Nomination Board. For the avoidance of
doubt, the Chairman and the Vice Chairman of the Board shall not be official
members of the Nomination Board and do not have any voting right, but they have
the right to attend the meetings of the Nomination Board and receive the
relevant material for such meetings.
Further, the EGM resolved on a temporary deviation from the Charter to the
effect that, should the Effective Date be later than 1 June 2021, the members of
the Shareholders' Nomination Board of the Combined Company will be determined
based on the three (3) largest shareholders in the Combined Company on the tenth
(10) business day following the Effective Date.
Authorisation of the Board of Directors to resolve on the payment of extra
dividend
The EGM resolved to authorize the Board of Directors to resolve on the payment
of an extra dividend, in one or several instalments, in the maximum total amount
of EUR 0.40 per share (representing approximately EUR 14.5 million) to the
shareholders of the company prior to the Effective Date.
This authorization is in addition to the authorization by the Annual General
Meeting of the company held on 4 June 2020 to resolve on a payment of dividend
in the maximum total amount of EUR 0.21 per share (representing approximately
EUR 7.6 million) prior to the end of 2020.
The Merger as a whole and the resolution of the EGM of Altia concerning the
changes to the Articles of Association of the Combined Company, issuance of new
shares of Altia as Merger Consideration, the number of members, composition and
remuneration of the Board of Directors of Altia and the amendment to and
temporary deviation from the Charter of Altia’s Shareholders’ Nomination Board
are conditional upon and will become effective upon the registration of the
execution of the Merger.
Other Information
Completion of the Merger is expected during the first half of 2021, subject to
all regulatory approvals having been obtained and other conditions to completion
having been fulfilled.
The minutes of the EGM will be available on Altia’s website at
www.altiagroup.com/investors by 26 November 2020.
Arcus has today, on 12 November 2020, published a stock exchange release
regarding the decisions taken by its Extraordinary General Meeting. Arcus’
Extraordinary General Meeting held in Hagan, Norway today approved the Merger
Plan and resolved on Arcus’ merger with Altia.
ALTIA PLC
Contacts:
Analysts and investors: Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40
748 8864
Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.altiagroup.com
Information on Altia and Arcus in brief
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.
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.
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. The financial information included or referred to in this release has
been prepared in accordance with IFRS, which may not be comparable to the
accounting standards, financial statements or financial information of U.S.
companies or applicable in 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.
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.
Altia is a leading Nordic alcoholic beverage brand company operating in the
wines and spirits markets in the Nordic and Baltic countries. Altia wants
to support a development of a modern, responsible Nordic drinking
culture. Altia’s flagship brands are Koskenkorva, O.P. Anderson and Larsen.
Other iconic Nordic brands are Chill Out, Blossa, Xanté, Jaloviina, Leijona,
Explorer and Grönstedts. Altia’s net sales in 2019 were EUR 359.6 million and
the company employs about 650 professionals. Altia’s shares are listed on Nasdaq
Helsinki. www.altiagroup.com (https://emea01.safelinks.protection.outlook.com/?u
rl=http%3A%2F%2Fwww.altiagroup.com%2F&data=02%7C01%7Ctua.stenius
-ornhjelm%40altiacorporation.com%7C2585bdb59e634e3166bb08d68cc5cb74%7Cc32b30ff587
14a7da29e6f63e6b0ebfd%7C0%7C1%7C636851178498173052&sdata=ieSBZyTDawyVcCqpF1RCYITo
I%2Bk%2FEosQeClTugAvHBM%3D&reserved=0).