ANORA GROUP PLC STOCK EXCHANGE RELEASE 1 September 2021 at 8:30 a.m. EEST
THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN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
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.
Merger of Altia and Arcus has been registered and the combination of Altia’s and
Arcus’ business operations completed – Anora Group has been formed
Anora Group Plc (“Anora” or the “Company”) announces that the statutory cross
-border absorption merger of Arcus ASA (“Arcus”) into Altia Plc (“Altia”) (the
“Merger”) has been registered with the Finnish Trade Register on the effective
date of the Merger on 1 September 2021. As a result of the registration of the
completion of the Merger, Altia became Anora Group Plc and Arcus has been
dissolved.
“It is great to see Anora beginning its journey today. With this merger of
equals we have formed a leading wine and spirits brand house in the Nordics and
a global beverage industry forerunner in sustainability. As one company, Anora
has a stronger financial position to pursue its growth opportunities both in and
outside the Nordics. We are uniquely positioned to create value for our
stakeholders,” says Chairman of the Board of Directors Michael Holm Johansen.
“This is an exciting day for us as today we are Anora. I strongly believe that
as Anora we can offer great opportunities both for our customers and partners,
and for our employees. With our broader portfolio of iconic brands, innovation
expertise and award-winning sustainability work we can provide greater value to
our customers. We have a superior offering to our partners through our unique
understanding of the Nordic consumer, our enhanced route-to-market and a strong
local salesforce in our home markets. In our Industrial and Logistics
operations, we expect greater volumes and economies of scale to drive
productivity.
Together with our new Executive Management Team and colleagues we will, as of
today, start building Anora, focusing on the integration of our businesses and
creating a corporate culture where the Nordic values of equality and diversity
are at the core,” says CEO Pekka Tennilä.
Based on the new shares issued as merger consideration to Arcus’ shareholders,
the total number of Anora’s shares is 67,553,624 shares and the share capital is
EUR 61,500,000. The shares have been admitted to trading on Nasdaq Helsinki Ltd
under the trading code ANORA (ISIN code: FI4000292438) and on the Oslo Børs
under the ticker code ANORA (ISIN code: FI4000292438).
The new Anora shares issued as merger consideration are expected to be delivered
to Arcus shareholders on or about 3 September 2021. Recipients of merger
consideration shares may trade Anora shares as from today, 1 September 2021. For
further settlement details, please see the key dates announced by Arcus on 30
August 2021.
Arcus is consolidated to Anora as of 1 September 2021. Anora will provide more
details on pro forma figures before Anora’s Q3 financial report.
Anora Executive Management Team
Anora’s CEO is Pekka Tennilä and CFO Sigmund Toth. The Executive Management Team
of Anora was announced on 18 August 2021 and is effective from today.
Final decisions on a new operational structure of Anora are planned to be made
during the fourth quarter of 2021, after consultation with employee
representatives, as required.
Invitation to online launch event
Anora’s Executive Management Team will today introduce Anora to its
stakeholders. The presentation including a Q&A session can be followed live
today 1 September 2021 at 2:00 p.m. EEST (1:00 p.m. CET).
Access event here: https://anora.videosync.fi/introducing-anora.
ANORA GROUP 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
Oslo Børs
Principal media
www.anora.com
Information on Anora Group
Anora is a leading wine and spirits brand house in the Nordic region and a
global industry forerunner in sustainability. Our market-leading portfolio
consists of our own iconic Nordic brands and a wide range of prominent
international partner wines and spirits. We export to over 30 markets globally.
Anora Group also includes Anora Industrial and logistics company Vectura. In
2020, Anora’s aggregate net sales were EUR 640 million and the company employs
about 1,100 professionals. Anora’s shares are listed on Nasdaq Helsinki and
Euronext Oslo.
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.
Anora is a leading wine and spirits brand house in the Nordic region and
aglobalindustry forerunner in sustainability. Our market-leading portfolio
consists of our own iconic Nordic brands and a wide range of prominent
international partner wines and spirits. We export to over 30 markets globally.
Anora Group also includes Anora Industrial and logistics company Vectura. In
2020, Anora’s aggregate net sales were EUR 640 million and the company employs
about 1,100 professionals. Anora’s shares are listed on Nasdaq Helsinki and
Euronext Oslo.