Altia Oyj (HLSE:ALTIA) entered into a combination agreement to acquire Arcus ASA (OB:ARCUS) from Vake Oy, Canica AS, Geveran Trading Co Ltd, Hoff SA and others for NOK 2.9 billion on September 29, 2020. The shareholders of Arcus will receive 0.4618 new shares in Altia for each share in Arcus owned by them and Altia Oyj will issue 31.4 million shares as consideration. There are 0.48 million 2019 outstanding options and 0.34 million 2020 options for which a compensation of NOK 8.71 each and NOK 11.06 each will be paid respectively totaling NOK 7.9 million. This transaction will result 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. 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 Bors. Altia has obtained a commitment for back-up financing of the merger from Nordea Bank Abp (OM:NDA SE). Post-merger, Arcus ASA will be dissolved into Altia Oyj and the combined firm will operate as Anora Group Plc. The Combination Agreement may be terminated by mutual written consent duly authorized by the Boards of Directors of Altia and Arcus under certain circumstances.

It is proposed that the new Board will comprise three current Altia Board members, four current Arcus Board members and one new board member. Michael Holm Johansen will become the Chairman of the Board of Directors and 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. Jyrki Mäki-Kala and Torsten Steenholt, each a current member of the Board of Directors of Altia, be conditionally elected to continue to serve on the Board of Directors of the Combined Company, that Kirsten Ægidius, Ingeborg Flønes and Nils Selte, each a current member of the Board of Directors of Arcus, be conditionally elected as new members of the Board of Directors of the combined company, and that Sinikka Mustakari be conditionally elected as a new member of the Board of Directors of the combined company. On a combined basis, Altia and Arcus will have approximately 1,100 employees as all the employees will be retained. Anora Group Plc will have headquarters in Helsinki.

The deal is subject to statutory creditor notification period for Arcus' creditors, approval from shareholders of Altia Oyj and Arcus ASA (expected to be received in November, 2020) along with regulatory approvals including Helsinki Stock Exchange, competition clearances, financing for the deal having been obtained, approval of the Pre-Completion Dividend to the shareholders of Altia and such distribution having been executed and Altia having obtained written confirmations from Helsinki Stock Exchange that listing of the Consideration Shares will take place promptly upon the completion of the merger. Altia and Arcus have applied for merger control clearances from the Finnish Competition and Consumer Authority, the Swedish Competition Authority and the Norwegian Competition Authority. Altia's largest shareholder has stated to vote in favor of the merger and a few other shareholders along with Arcus shareholders have irrevocably undertaken to vote in favor of the merger. Swedish Competition Authority and the Norwegian Competition Authority decided to move investigation into phase II. The plan is approved by the Board of Directors of Altia and Arcus. On October 23, 2020, the transaction is approved by Finnish Financial Supervisory Authority. As on November 9, 2020, Finnish Financial Supervisory Authority approved a supplement to the merger prospectus. Extraordinary General Meeting of Altia to be held on November 12, 2020, to approve the Merger Plan and resolves on the Merger in accordance with the Merger Plan. PricewaterhouseCoopers Oy stated pro forma financial information has been properly compiled and the basis stated is consistent with the accounting policies applied by Altia Plc. As on November 12, 2020, the transaction is approved by the shareholders of Altia Oyj. As on November 12, 2020, the transaction is approved by the shareholders of Arcus. As on February 26, 2021, Finnish Financial Supervisory Authority approved a supplement to the merger prospectus. As of April 9, 2021, The Finnish Financial Supervisory Authority approved a supplement to the merger prospectus dated October 23, 2020. As on April 15, 2021, Altia has received conditional approval for the merger from the Swedish Competition Authority and offered remedies to the FCCA and NCA. The decision by the FCCA is expected to be received by April 19, 2021 and the decision by the NCA by May 20, 2021. As of April 20, 2021, Altia has received conditional approval for the merger from the Finnish Competition and Consumer Authority. As of May 19, 2021 NCA, has given conditional approval for the transaction. The condition set forth relates to the divestment of Altia's aquavit brand Skåne Akvavit and Arcus' aquavit brand Akevitt Spesial and spirits brands Dworek and S.P.R.T. prior to the completion of the transaction. As of May 27, 2021, the Finnish Financial Supervisory Authority approved a supplement to the merger prospectus. As on July 23, 2021, Altia and Arcus received all regulatory approvals required. The deal is expected to close during the first half of 2021. Transaction is expected to complete by the end of first half of 2021. As of July 23, 2021, the merger was expected to get completed in third quarter of 2021. As on July 28, 2021, The Finnish Financial Supervisory Authority has approved a supplement to the prospectus prepared for the merger of Altia Plc and Arcus ASA. As of August 25, 2021, all regulatory approvals for the merger have been received, and the Boards of Directors of Altia and Arcus resolved to complete the merger. The execution of the merger is expected to be registered at the Finnish Trade Register on September 1, 2021.

ABG Sundal Collier Holding ASA (OB:ASC) acted as fairness opinion provider and financial advisor for Arcus ASA and Nordea Bank Abp acted as fairness opinion provider and financial advisor to Altia. Jon Unnérus, Seppo Kymäläinen, Vesa Rasinaho, Ami Paanajärvi, Christian Wik, Kristian Hugmark, Mika Ohtonen, Leenamaija Heinonen and Janne Nurminen of Roschier, Attorneys Ltd. and  Tone Østensen, Eli Aasheim, Gunhild Dugstad, Nicolay Vold, Håkon Cosma Størdal, Kaare Sverdrup, Sverre Sandvik, Siri Falch-Olsen, Pia Sporstøl, Martine Skoftedalen, Henriette Broch, Marie Wangsmo Haugland, Marte Flytkjær Nesse, Edvard Hamer Rojahn and Maria Elisabeth Angell of Wiersholm, Mellbye & Bech acted as legal advisors for Arcus. Sonja Siggber, Klaus Ilmonen, Mikko Huimala, Peter Forsberg, Frida Svensson, Heikki Vesikansa, Harri Vehviläinen, Markus Bremer, Tuomas Toivonen, Aina Renström, Johanna Haltia-Tapio, Jenny Lundberg and Panu Siitonen of Hannes Snellman Attorneys Ltd. and Thommessen Krefting Greve Lund AS acted as legal advisors for Altia.

Altia Oyj (HLSE:ALTIA) completed the acquisition of Arcus ASA (OB:ARCUS) from Vake Oy, Canica AS, Geveran Trading Co Ltd, Hoff SA and others in a merger of equals transaction on September 1, 2021. The new combined company will be named Anora Group Plc. The merger was registered with the Finnish Trade Register and the combination of Altia's and Arcus' business operations was completed on September 1, 2021. 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.