THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Arcus: Altia and Arcus will complete the merger of Arcus into Altia
The execution of the Merger is expected to be registered at the
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
Trading in the new shares on the official list of
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
Extra dividend payment resolved by Altia today in accordance with the merger plan
Altia has resolved that a dividend of
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
The term of the new Board of Directors will commence on the date of the registration of the execution of Merger with the
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
The persons appointed to the Executive Management Team of Anora were previously announced on
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
Altia is a leading Nordic alcoholic beverage brand company operating in the wine and spirits markets in the Nordic and
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
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-
It may be difficult for
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 "
The new shares in Altia have not been and will not be listed on a
The new shares in Altia have not been approved or disapproved by the
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