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(the “Combined Company”) will be named Anora Group Plc (“Anora”).
Anora will offer a unique portfolio of iconic local, regional, and global
brands. The Combined Company’s preliminary aggregated annual revenue is EUR 640
million in 2019 and Anora employs approximately 1,100 professionals around the
Nordics and Baltics. Anora will have a strong foothold in the Nordic markets
making it an attractive partner with its superior pan-Nordic route-to-market.
With a solid combined cash-flow, Anora is well positioned for stronger
international expansion.
Key transaction highlights
· The combination will be implemented as a statutory cross-border absorption
merger whereby Arcus will be merged into Altia and dissolved.
· The shareholders of Arcus will receive 0.4618 new shares in Altia for each
share in Arcus owned by them, resulting in an aggregate ownership in the
Combined Company following completion of the combination of 53.5% for Altia
shareholders and 46.5% for Arcus shareholders.
· Altia proposes to pay an extra dividend in the total amount of approximately
EUR 14.5 million, corresponding to EUR 0.40 per share to Altia’s shareholders
before the completion of the merger. The extra dividend will be in addition to
the dividend in the total amount of approximately EUR 7.6 million, corresponding
to EUR 0.21 per share authorised by Altia’s 2020 AGM, payable by the end of
2020.
· Support and pre-commitments from the largest shareholders in both Altia and
Arcus.
· Combined Company to be named Anora Group Plc.
· Preliminary aggregated annual revenue of EUR 640 million in 2019.
· Potential annual EBITDA net synergies of EUR 8-10 million identified.
· Completion of the merger is conditional, inter alia, on approval of the
respective EGMs of Altia and Arcus, and regulatory approvals including
competition clearances having been obtained.
· EGMs are currently expected to be held in November 2020 and completion of
the merger is expected during the first half of 2021, subject to the conditions
for completion having been fulfilled or waived.
· Altia and Arcus have obtained necessary commitments for the financing of the
completion of the merger.
· Altia’s Shareholders’ Nomination Board, after consultation with the
Nomination Committee of Arcus, will propose to the Altia EGM that following
completion of the merger the Board of Directors will consist of three current
Altia Board members, four current Arcus Board members and one new board member
and that Michael Holm Johansen will become the Chairman of the Board of
Directors, and that Sanna Suvanto-Harsaae will become the Vice Chairman.
· Pekka Tennilä will become the Chief Executive Officer and Sigmund Toth will
become the Chief Financial Officer of the Combined Company.
· The Combined Company will continue Altia’s and Arcus’ targeted work to
improve sustainable production, and to develop a modern and responsible drinking
culture.
· The shares of Anora will continue to be listed on Nasdaq Helsinki and a
temporary secondary listing of the shares will be sought on the Oslo Børs.
Rationale of the merger
· The wine and spirits brand house in the Nordics
· Superior pan-Nordic route-to-market
· Competitive platform to grow in and outside home markets
· Step-change in scale with efficiencies across the value chain
· Strong value creation from significant synergies
The merger will form a wine and spirits brand house with leading presence across
the Nordics with a relevant market presence also in the Baltics. The Combined
Company will have a unique portfolio of iconic local, regional and global wine
and spirits brands. This, combined with deep consumer insights and strong
innovation capabilities will enable the Combined Company to achieve growth and
meet changing consumer needs even better. The Combined Company will offer a one
-stop shop for customers both in on- and off-trade. Further, its wide
distribution presence in the complex Nordic markets and enhanced sales
excellence, will make the Combined Company an even more attractive partner.
The transaction will allow the Combined Company to strive for growth and more
powerful product launches both in and outside the Nordics. The Combined
Company’s attractive brand portfolio has significant export potential. With a
strong combined cash flow, the Combined Company will be a competitive Northern
European player able to seek further growth also through targeted M&A.
The merger provides a step-change in scale with expected efficiencies throughout
the value chain. It will allow the Combined Company to improve its cost position
and seek for additional efficiency gains long term. The transaction will also
form more competitive Industrial and Logistics business units through increased
internal volumes. The combination targets EBITDA net synergies of around EUR 8
-10 million annually, to be achieved through cost synergies in sourcing,
manufacturing, logistics and SG&A as well as revenue synergies from home markets
and beyond. The companies expect that most of the synergies will be achieved
within approximately two years from completion of the merger. The combination is
also expected to create long-term positive effects that will continue to
materialise even after this period.
Sanna Suvanto-Harsaae, Chairman of the Board of Altia, comments: “We are very
happy to announce the merger of Altia and Arcus, and that the new company, Anora
Group, will be headquartered in Helsinki, Finland. This combination of two equal
Nordic companies is a logical continuation on Altia’s strategic journey that
started with the initial public offering in 2018. Together, these two innovative
companies are taking an important step to become the Nordic wine and spirits
brand house with excellent potential for growth also outside the Nordics.”
Michael Holm Johansen, Chairman of the Board of Arcus, comments: “Arcus and
Altia have a strong Nordic position based on long heritage, iconic brands and
unique understanding of the Nordic consumer. This merger will create significant
value for shareholders in both companies, and the Combined Company will
financially be in an even stronger position to pursue growth beyond its core
Nordic business. It will be an attractive company for customers, partners and be
able to employ the best talent.”
Pekka Tennilä, CEO of Altia, comments: “Through added scale and more efficient
production, we can further strengthen our leading sustainability position.
Joining forces will provide significant growth potential in exports and create
better possibilities to bring our iconic brands and sustainable Nordic drinks
experiences to new markets. I also believe the combination will improve our
image as an attractive employer in the Nordics and offer even better development
opportunities for our professionals in a Nordic inclusive working culture.”
“The new company will be a strong and visible Nordic entity. Together we will
provide better opportunities for our international agencies and partners, to the
benefit of our customers”, says Kenneth Hamnes, the CEO of Arcus.
The terms of the merger in brief
The proposed combination of Altia and Arcus will be executed through a tax
neutral statutory cross-border absorption merger of Arcus into Altia pursuant to
the Norwegian Public Limited Liability Companies Act and the Finnish Companies
Act as agreed between the parties in the combination agreement entered into on
29 September 2020 and as set out in the merger plan approved by the Boards of
Directors of Altia and Arcus on 29 September 2020.
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 Combined Company. The aggregate number of
the new shares in Altia to be issued in connection with the merger is expected
to be 31,409,930 shares, resulting in 67,550,415 shares in total in the Combined
Company.
The Board of Directors of Altia will propose to its EGM resolving on the merger
that the Board of Directors be authorised to resolve on the payment of an extra
dividend in the maximum total amount of EUR 0.40 per share to Altia’s
shareholders before the completion of the merger. The extra dividend will be in
addition to the dividend in the maximum total amount of EUR 0.21 per share
authorised by the Annual General Meeting of Altia held on 4 June 2020 and
payable to Altia’s shareholders by the end of 2020. The maximum total amount of
the dividend to be distributed is EUR 0.61 per share (being in total
approximately EUR 22 million).
As a consequence of the completion of the merger, Arcus will dissolve. The
statutory tax neutral merger will not trigger Norwegian withholding tax
consequences for Arcus’ shareholders.
Completion of the merger is subject to approval by a majority of two-thirds of
the votes cast and shares represented at the respective Extraordinary General
Meetings (“EGMs”) of Altia and Arcus, which are expected to be held in November
2020. Altia’s largest shareholder, the State Development Company Vake Oy, has
stated their support for the transaction with an intention to attend Altia’s EGM
and vote in favour of the merger. In addition, Altia’s large shareholders
Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance
Company and Canica AS and Arcus’ large shareholders Canica AS, Geveran Trading
Co Ltd and Hoff SA have, subject to certain conditions, irrevocably undertaken
to attend the respective EGMs and vote in favour of the merger.
Completion of the merger is also subject to obtaining necessary regulatory
approvals, including competition clearances, as well as other customary closing
conditions. As the transaction is proposed to be implemented by way of a cross
-border absorption merger of Arcus into Altia, it is also subject to a statutory
creditor notification period for Arcus’ creditors.
The merger plan for the merger of Altia and Arcus is included as Annex 1 to this
stock exchange release and contains further information on, inter alia, the
merger consideration to Arcus shareholders, the contemplated timetable for
completion of the merger, description of assets, liabilities and shareholders’
equity of Arcus and the conditions for completion of the merger.
Further information on the combination, the merger and the Combined Company will
also be available in a merger prospectus to be published by Altia prior to the
EGMs of Altia and Arcus. Altia and Arcus will publish invitations to their
respective EGMs through separate stock exchange releases.
It is expected that the completion of the merger will take place during the
first half of 2021, subject to all regulatory approvals having been obtained and
other conditions for completion having been fulfilled.
Financing
Altia has obtained a commitment for back-up financing of the merger from Nordea
Bank Abp (“Nordea”). The bridge facilities arranged in connection with the
combination are available from the completion date of the merger. The bridge
facilities have a maturity date falling 18 months after the signing of the
bridge facilities agreement. The intention of Altia and Arcus is to obtain
certain waivers and amendments for their existing financing arrangements.
Management and Corporate governance
The name of the Combined Company will be Anora Group Plc. With corporate and
management functions across the Nordics, the company will have its legal
domicile in Helsinki, Finland and headquarters in Helsinki.
Upon completion of the merger, Pekka Tennilä will become the CEO of the Combined
Company, and Sigmund Toth will become the CFO of the Combined Company.
The Shareholders’ Nomination Board of Altia, after consultation with the
Nomination Committee of Arcus proposes, that following completion of the merger,
the Board of Directors will comprise three directors from the current Board of
Directors of Altia (Sanna Suvanto-Harsaae, Jyrki Mäki-Kala and Torsten
Steenholt), four directors from the current Board of Directors of Arcus (Michael
Holm Johansen, Kirsten Ægidius, Ingeborg Flønes and Nils Selte) and one new
director (Sinikka Mustakari). It is further proposed that the Chairman will be
Michael Holm Johansen and that the Vice Chairman will be Sanna Suvanto-Harsaae.
Altia and Arcus will comply with the rules for arranging employee participation
in connection with a cross-border merger, which may include arrangements to have
employee representatives on the Board of Directors of the Combined Company.
Listing venue
Following completion of the merger the shares in the Combined Company will
continue to be listed on the official list of Nasdaq Helsinki.
In addition, the companies will seek to ensure that the shares in the Combined
Company or depository receipts or interests representing the shares in the
Combined Company, as the case may be, will be subject to a secondary listing on
the Oslo Børs, in connection with the completion of the merger or as soon as
possible thereafter, for a transitional period of four (4) months from the first
day of the secondary listing on the Oslo Børs, after which the shares in the
Combined Company (or depository receipts or interests representing the shares in
the Combined Company, as the case may be) shall be delisted from the Oslo Børs.
Shareholder support
Altia’s largest shareholder, the State Development Company Vake Oy, holding
approximately 36.2% of the shares and votes in Altia, has stated their support
for the transaction with an intention to attend Altia’s EGM and vote in favour
of the merger. In addition, Ilmarinen Mutual Pension Insurance Company, Varma
Mutual Pension Insurance Company and Canica AS, holding in aggregate
approximately 9.4% of the shares and votes in Altia, and Canica AS, Geveran
Trading Co Ltd and Hoff SA, holding in aggregate approximately 59.0% of the
shares and votes in Arcus, have irrevocably undertaken, subject to certain
conditions, to attend the respective EGMs of Altia and Arcus and to vote in
favour of the merger.
Top 10 shareholders of the Combined Company
The shareholders of Arcus will receive 31,409,930 new shares in Altia upon
completion of the merger, corresponding to an ownership in the Combined Company
following completion of 53.5% for Altia shareholders and 46.5% for Arcus
shareholders.
Based on the latest available data and assuming all current Altia and Arcus
shareholders are shareholders also at the completion of the merger, the largest
10 shareholders of the Combined Company would be as follows:
Shareholder Number of shares % of shares
Canica AS 15,137,926 22.4%
The Finnish State Development Company Vake Oy 13,097,481 19.4%
Geveran Trading Co Ltd 3,117,150 4.6%
Hoff SA 1,522,554 2.3%
Ilmarinen Mutual Pension Insurance Company 1,113,300 1.6%
Sundt AS 1,108,070 1.6%
Varma Mutual Pension Insurance Company 1,050,000 1.6%
Verdipapirfondet Eika Spar 897,582 1.3%
Folketrygdfondet 831,240 1.2%
Danske Invest Norske Instit. II 827,861 1.2%
Top 10 shareholders 38,703,164 57.3%
Other shareholders 28,847,251 42.7%
Total 67,550,415 100.0%
The calculation is based on Altia’s and Arcus’ actual knowledge and is
indicative only. The calculation may not represent the actual situation at the
completion of the merger or thereafter.
Employees
On a combined basis, Altia and Arcus will have approximately 1,100 employees in
8 different countries.
Recommendation and Fairness Opinions
The board of Altia has concluded that the proposed transaction is in the best
interests of the company and its shareholders. The board of Altia made its
assessment after taking into account, amongst other factors, the fairness
opinion of Nordea delivered to the board of Altia on 29 September 2020.
The board of Arcus has concluded that the proposed transaction is in the best
interests of the company and its shareholders. The board of Arcus made its
assessment after taking into account, amongst other factors, the fairness
opinion of ABG Sundal Collier ASA delivered to the board of Arcus on 29
September 2020.
Combination agreement
Altia and Arcus have on 29 September 2020 entered into a combination agreement,
pursuant to which Altia and Arcus have agreed to combine Altia and Arcus through
a statutory cross-border merger pursuant to the Finnish Companies Act and the
Norwegian Public Limited Liability Companies Act.
The combination agreement contains certain customary representations and
warranties as well as undertakings, such as each party conducting its business
in the ordinary course before the completion of the merger, keeping the other
party informed of any and all matters that may be of material relevance for the
purposes of effecting the completion of the merger, preparing the necessary
regulatory filings and notifications, including competition filings, preparing
the merger prospectus, cooperating with the other party in relation to the
financing of the Combined Company and organising employee representation in the
Combined Company, and that Arcus conducts negotiations with the Arcus creditors
potentially opposing the merger and actions concerning settlement of Arcus
employee incentives. In addition, Altia and Arcus each undertake not to solicit
proposals competing with the transaction agreed in the combination agreement.
In addition, Altia and Arcus have given each other certain representations and
warranties related to, inter alia, authority to enter into the combination
agreement, due incorporation, status of the shares in the respective company,
preparation of financial statements and interim reports, compliance with
applicable licenses, laws and agreements, legal proceedings, ownership of
intellectual property, employees and the due diligence materials provided to the
other party.
With the exception of certain jointly incurred costs, Altia and Arcus shall bear
their own fees, costs and expenses incurred in connection with the merger.
The combination agreement may be terminated by mutual written consent. Each of
Altia and Arcus may further terminate the combination agreement if, inter alia,
(i) the merger has not been completed by 30 September 2021, unless such date has
not under certain circumstances been postponed by a maximum of three (3) months,
(ii) the EGMs of Altia and/or Arcus have failed to approve the merger, (iii) any
governmental entity (including any competition authority) gives an order or
takes any regulatory action that is non-appealable and conclusively prohibits
the completion of the merger, or (iv) a material breach by the other party of
any of the representations and warranties under the combination agreement if
such breach has resulted, or could reasonably be expected to result, in a
material adverse effect, as further specified in the combination agreement.
Illustrative aggregated financial information
The illustrative aggregated financial information presented below is based on
Altia’s and Arcus’ audited consolidated financial statements as of and for the
year ended 31 December 2019 and the unaudited consolidated half-yearly financial
information as of and for the six months ended 30 June 2020. The illustrative
aggregated balance sheet presented is based on the consolidated balance sheet
information of both companies as at 30 June 2020. Arcus’ historical financial
information presented in NOK has been converted into EUR for the aggregated
financial information purposes. The illustrative aggregated financial
information is unaudited.
The illustrative aggregated financial information presented herein is based on a
hypothetical situation and should not be viewed as pro forma financial
information as any impacts of purchase price allocation, differences in
accounting principles, adjustments related to transaction costs, tax impacts and
impacts of the potential refinancing have not been taken into account.
The aggregated financial information is presented for illustrative purposes
only. The illustrative aggregated financial information of the Combined Company
is presented assuming the activities were included in the same group from the
beginning of each period. The illustrative aggregated net sales, comparable
EBITDA, EBITDA and operating result have been calculated as a sum of Altia’s and
Arcus’ financial information for the year ended 31 December 2019 and for the six
months ended 30 June 2020. The illustrative aggregated balance sheet information
total assets, total equity, total liabilities, net debt, gearing and equity
ratio illustrate the impact of the merger as if the transaction had taken place
on 30 June 2020.
The difference of EUR 104.7 million, between the preliminary merger
consideration which has been calculated based on the closing share price of the
Altia share on 22 September 2020, totalling EUR 263.8 million, and Arcus’ net
assets as at 30 June 2020 has been allocated to non-current assets in the
illustrative aggregated balance sheet as at 30 June 2020. The illustrative
aggregated balance sheet information has also been adjusted with the impacts of
Altia’s authorised dividend for the year 2019 payable by the end of 2020 and the
proposed extra dividend to Altia’s shareholders before the completion of the
merger, as well as the payment of dividend distribution made by Arcus from the
year 2019 subsequent to 30 June 2020. The potential synergies have not been
adjusted.
The actual consolidated financial information for the Combined Company will be
prepared based on the final merger consideration and the fair values of Arcus’
identifiable assets and liabilities at the merger completion date, including the
impacts of any possible refinancing that is contingent on the completion of the
merger. The Combined Company’s consolidated financial information that will be
published in the future following completion of the merger could therefore
differ significantly from the illustrative aggregated financial information
presented herein. Accordingly, this information is not indicative of what the
Combined Company’s actual financial position, results of operations or key
figures would have been had the merger been completed on the dates indicated.
Pro forma information with full notes disclosures will be available in a merger
prospectus to be published by Altia prior to the EGMs of Altia and Arcus. For
reconciliations on the alternative performance measures, see Annex 2 of this
release.
Unaudited illustrative aggregated financial information
[][][][][][][][][][][][][][][][][]
H1 2020 FY 2019
Illustrative Altia Arcus Illustrative Altia Arcus [8]
aggregated [7] aggregated
EUR in million
Net sales 276.5 149.3 127.3 640.2 359.6 280.6
Comparable 35.9 18.8 17.2 85.1 44.8 40.3
EBITDA
EBITDA 33.5 18.0 15.5 81.4 43.1 38.3
Operating 18.9 9.2 9.7 51.3 25.1 26.2
result [1]
Total assets 1,052.1 428.9 550.9 400.2 566.7
[2,3]
Total equity 391.7 149.5 159.6 151.2 168.5
[2,3]
Total 660.4 279.4 391.3 249.0 398.2
liabilities
[3]
Net debt [3,4] 188.3 29.9 126.1
Gearing, % 48.1 20.0 n/a
[2,3,5]
Equity ratio, 37.2 34.9 29.0
% [2,3,6]
[1]
Illustrative
aggregated
operating
result does
not include
amortisation
and
depreciation
for any fair
value
adjustments on
non-current
assets or any
other purchase
accounting
impacts to be
recognised in
the
combination
under IFRS
and, thus is
not
representative
of future
operating
results of the
Combined
Company.
[2] In the
aggregated
balance sheet
information,
the difference
between the
preliminary
merger
consideration
which has been
calculated
based on the
closing share
price of the
Altia share on
22 September
2020 and
Arcus’ net
assets as at
30 June 2020,
totalling EUR
104.7 million,
has been
allocated to
non-current
assets. The
preliminary
merger
consideration
of EUR 263.8
million has
been allocated
to total
equity.
[3] In the
illustrative
aggregated
balance sheet
information,
the maximum
total amount
of dividends
authorised and
proposed to be
distributed to
Altia’s
shareholders
before the
completion of
the merger of
EUR 0.61 per
share,
totalling EUR
22.0 million,
has been
deducted from
the total
equity and
cash and cash
equivalents.
Dividend
payment made
by Arcus on 10
July 2020 from
the year 2019,
totalling EUR
10.3 million
(NOK 112.9
million) has
been deducted
from the cash
and cash
equivalents
and total
liabilities in
the aggregated
balance sheet.
[4] Net debt
is calculated
as a total of
non-current
and current
borrowings and
non-current
and current
lease
liabilities
less cash and
cash
equivalents.
[5] Gearing, %
is calculated
by dividing
net debt by
total equity.
[6] Equity
ratio, % is
calculated by
dividing total
equity by
total assets
less advances
received.[7
]NOK have been
translated to
EUR with an
exchange rate
EUR/NOK
10.8287 for
income
statement
items and
EUR/NOK
10.9120 for
balance sheet
items.[8 ]NOK
have been
translated to
EUR with an
exchange rate
EUR/NOK 9.8444
for income
statement
items and
EUR/NOK 9.8638
for balance
sheet items.
Indicative timeline
· September 2020 - Filing of the merger plan
· October 2020 - Publication of the merger prospectus
· November 2020 - Altia and Arcus EGMs
· Last quarter of 2020 - Altia dividend payment of EUR 0.21 per share (AGM
authorisation)
· First half of 2021 - Completion of the merger (subject to all regulatory
approvals having been obtained and other conditions for completion having been
fulfilled or waived), Altia dividend payment of EUR 0.40 per share (extra
dividend)
All dates are preliminary and subject to change. The proposed merger is subject
to competition approvals in a number of jurisdictions and the preliminary
timetable is therefore dependent on this process.
Internal reorganisation of the Arcus Group
Arcus has resolved to carry out a change to its corporate structure before the
completion of the merger with Altia. This reorganisation will result in the
creation of new holding company, Arcus Holding AS, for the operations of the
Arcus Group. The new holding company will initially be a wholly owned subsidiary
of Arcus ASA.
Technically, the reorganisation will be carried out by way of a de-merger of
Arcus ASA whereby substantially all of the assets, rights and liabilities of
Arcus ASA will be transferred to a new company, Arcus NewCo AS, and a parallel
tripartite merger of Arcus NewCo AS into Arcus Holding AS, which is a wholly
owned subsidiary of Arcus ASA. This will result in substantially all of the
current assets, rights and liabilities of Arcus ASA being owned by Arcus Holding
AS.
Additional information on the reorganisation will be included in the notice of
Arcus’ EGM.
Advisors
Nordea Bank Abp is acting as the financial advisor to Altia in the merger.
Hannes Snellman Attorneys Ltd is acting as the lead counsel and legal advisor to
Altia as to Finnish law and Advokatfirmaet Thommessen AS as the legal advisor to
Altia as to Norwegian law.
ABG Sundal Collier is acting as the financial advisor to Arcus in the merger.
Advokatfirmaet Wiersholm AS is acting as the lead counsel and legal advisor to
Arcus as to Norwegian law and Roschier, Attorneys Ltd as the legal advisor to
Arcus as to Finnish law.
Presentation and press conference
A joint presentation of the merger announcement will be held today 29 September
2020 at 10 am EEST.
The presentation is hosted by Sanna Suvanto-Harsaae, Chairman of Altia and
Michael Holm Johansen, Chairman of Arcus as well as Pekka Tennilä, CEO of Altia,
Kenneth Hamnes, CEO of Arcus and Sigmund Toth, CFO of Arcus.
The presentation will be held in English and it can be followed live as a
webcast:
https://altiaarcus.videosync.fi/2020-09-29-press
Questions to the management can be sent through the chat board. Remember to use
the “Raise your hand” function.
Representatives of the media and financial community are warmly welcomed to join
the event at Hotel Kämp in Helsinki (Pohjoisesplanadi 29). We kindly ask those
attending the event to sign-up by email to: [email protected].
Presentation material is available at www.altiagroup.com/investors and
www.arcus.no.
Further information
Altia
Pekka Tennilä, CEO
Juhana Jokinen, Interim CFO
For enquiries and interview requests, please contact:
Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40?748 8864, tua.stenius
[email protected]
Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867,
[email protected]
Arcus
Per Bjørkum, Group Director Communications and IR, tel. +47 922 55 777,
[email protected]
Images of key persons and both companies: https://bit.ly/30fOS84
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.
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.
This release contains financial information regarding the businesses and assets
of Altia and Arcus and their consolidated subsidiaries. Such financial
information may not have been audited, reviewed or verified by any independent
accounting firm. Certain financial data included in this release consists of
“alternative performance measures.” These alternative performance measures, as
defined by Altia and Arcus, may not be comparable to similarly titled measures
as presented by other companies, nor should they be considered as an alternative
to the historical financial results or other indicators of Altia’s and Arcus’
cash flows based on IFRS. Even though the alternative performance measures are
used by the management of Altia and Arcus to assess the financial position,
financial results and liquidity and these types of measures are commonly used by
investors, they have important limitations as analytical tools and should not be
considered in isolation or as substitutes for analysis of Altia’s or Arcus’
financial position or results of operations as reported under IFRS.
This release includes estimates relating to the cost and revenue synergy
benefits expected to arise from the merger (which are forward-looking
statements), which have been prepared by Altia and Arcus and are based on a
number of assumptions and judgments. Such estimates present the expected future
impact of the merger on the Combined Company’s business, financial condition and
results of operations. The assumptions relating to the estimated cost and
revenue synergy benefits and related integration costs are inherently uncertain
and are subject to a wide variety of significant business, economic, and
competitive risks and uncertainties that could cause the actual cost and revenue
synergy benefits from the merger, if any, and related integration costs to
differ materially from the estimates in 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.
Nordea Bank Abp is under the supervision of the Finnish Financial Supervisory
Authority (Finanssivalvonta). Nordea Bank Abp is providing financial advice on
certain local matters to Altia outside of the United States, and no one else in
connection with the matters referred to herein, and will not be responsible to
anyone other than Altia for providing the protections afforded to clients of
Nordea Bank Abp, or for giving advice in connection with the transaction or any
matter or arrangement referred to in this release.
ABG Sundal Collier ASA is acting exclusively for Arcus in connection with the
merger and for no one else and will not be responsible to anyone other than
Arcus for providing the protections afforded to its clients or for providing
advice in relation to the merger. With respect to Arcus, information contained
herein is subject to the disclosure requirements under section 5-12 of the
Norwegian Securities Trading Act.
Appendix 1: Summary of Altia’s and Arcus’ Financial Information
Appendix 2: Merger plan
Kilde
Er det sånn at man må eige aksjene heilt til den 12 november når dei skal ha møte om sammenslåinga, for å kvalifisere seg til aksjene i Altia. Og er det sånn at man berre får dei?