Form CB/A Arcus ASA Filed by: Altia Plc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form CB

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 21)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

 

 

 

Securities Act Rule 801 (Rights Offering)	☐
Securities Act Rule 802 (Exchange Offer)	☒
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	☐
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	☐
Exchange Act Rule 14e-2(d) (Subject Company Response)	☐
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)	☐

 

 

Arcus ASA

(Name of Subject Company)

 

N/A

(Translation of Subject Company’s Name into English (if applicable))

 

Kingdom of Norway

(Jurisdiction of Subject Company’s Incorporation or Organization)

 

Altia Plc

(Name of Person(s) Furnishing Form)

 

Ordinary Shares

(Title of Class of Subject Securities)

 

N/A

(CUSIP Number of Class of Securities (if applicable))

 

(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

 

Copies to:

 

(Date Tender Offer/Rights Offering Commenced)

 

 

PART I - INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

The following documents are attached hereto as exhibits to this form:

 

Exhibit No.	Description
1.1	Altia Plc inside information release regarding the joint announcement of the Board of Directors of Altia Plc and Arcus ASA that they have entered into a combination agreement including Summary of Altia’s and Arcus’ Financial Information, dated September 29, 2020*
1.2	Arcus Plc stock exchange release regarding the joint announcement of the Board of Directors of Altia Plc and Arcus ASA that they have entered into a combination agreement in, dated September 29, 2020*
1.3	Merger Plan (annex 1 to Exhibit No. 1.1 and annex 2 to Exhibit 1.2, respectively), dated September 29, 2020*
1.4	Annex 3A to Merger Plan (Exhibit 1.3), dated September 29, 2020*
1.5	Annex 3B to Merger Plan (Exhibit 1.3), dated September 29, 2020**
1.6	Altia Plc stock exchange release on the proposals by the Shareholders’ Nomination Board of Altia to the Extraordinary General Meeting resolving on the merger between Altia Plc and Arcus ASA, dated September 29, 2020*
1.7	Presentation of the merger, dated September 29, 2020**
1.8	Webcast presentation material and abbreviated presentation, dated September 29, 2020***
1.9	Altia Plc notice of the extraordinary general meeting, dated October 2, 2020, including proxy form and independent expert’s statement to the EGM of shareholders of Altia Plc****
1.10	Proposals of the Board of Directors of Altia Plc to the EGM convening on 12 November 2020****
1.11	Merger report of the Board of Directors of Altia Oyj****
1.12	Statement by the Board of Directors on the events that have occurred after the half-year report 1 January 2020 – 30 June 2020 that have an essential effect on the state of Altia Oyj, dated September 29, 2020****
1.13	Arcus ASA notice of the extraordinary general meeting, dated October 2, 2020, including notice of attendance, proxy form and English translation of independent expert’s statement on

 

 

 

 

	merger plan of Arcus ASA****
1.14	Merger report from the board of directors of Arcus ASA****
1.15	Statement by the Board of Directors on the events that have occurred after the half-year report 1 January 2020 – 30 June 2020 that have an essential effect on the state of Arcus ASA, dated September 29, 2020****
1.16	Altia Plc stock exchange release regarding the prospectus approval, dated October 23, 2020#
1.17	Arcus ASA stock exchange release regarding the prospectus approval, dated October 23, 2020#
1.18	Prospectus dated October 23, 2020#
1.19	Prospectus supplement dated November 9, 2020##
1.20	Altia Plc Q3 report dated November 6, 2020 incorporated by reference into Exhibit 1.19##
1.21	Arcus ASA Q3 report dated November 6, 2020 incorporated by reference into Exhibit 1.19##
1.22	Altia Plc stock exchange release regarding the prospectus supplement approval, dated November 9, 2020##
1.23	Arcus ASA stock exchange release regarding the prospectus supplement approval, dated November 9, 2020##
1.24	Altia Plc stock exchange release regarding EGM, dated November 12, 2020‡
1.25	Arcus ASA stock exchange release regarding EGM and related press release, dated November 12, 2020‡
1.26	Altia Plc minutes of the EGM, dated November 12, 2020###, ‡
1.27	Altia Plc presentation of the Merger for the EGM, dated November 12, 2020‡
1.28	Arcus ASA minutes of the EGM, dated November 12, 2020‡
1.29	Altia Plc stock exchange release regarding the status of the Swedish Competition Authority investigation, dated December 15, 2020‡‡
1.30	Arcus ASA stock exchange release regarding the status of the Swedish Competition Authority investigation, dated December 15, 2020‡‡
1.31	Altia Plc stock exchange release regarding the status of the Norwegian Competition Authority investigation, dated December 21, 2020‡‡‡
1.32	Arcus ASA stock exchange release regarding the status of the Norwegian Competition Authority investigation, dated December 21, 2020‡‡‡
1.33	Altia Plc stock exchange release regarding the status of the Finnish Competition and Consumer Authority investigation, dated January 8, 2021‡‡‡‡
1.34	Arcus ASA stock exchange release regarding the status of the Finnish Competition and Consumer Authority investigation, dated January 8, 2021‡‡‡‡
1.35	Arcus ASA Q4 report dated February 17, 2021, including Fourth quarter results 2020 presentation+
1.36	Altia Plc financial statements bulletin dated February 25, 2021+++

 

 

 

 

1.37	Altia Plc annual report dated February 25, 2021 incorporated by reference into Exhibit 1.40+++
1.38	Altia Plc results presentation dated February 25, 2021+++
1.39	Arcus ASA stock exchange release regarding dividend proposal dated February 25, 2021+++
1.40	Prospectus supplement dated February 26, 2021++, +++
1.41	Altia Plc stock exchange release regarding the prospectus supplement approval, dated February 26, 2021+++
1.42	Arcus ASA stock exchange release regarding the prospectus supplement approval, dated February 26, 2021+++
1.43	Altia Plc stock exchange release regarding discussion with the competition authorities, dated March 11, 2021++++
1.44	Arcus ASA stock exchange release regarding discussion with the competition authorities, dated March 11, 2021++++
1.45	Arcus ASA annual report 2020 dated March 2, 2021 incorporated by reference into Exhibit 1.46×
1.46	Prospectus supplement dated April 9, 2021×
1.47	Altia Plc and Arcus ASA stock exchange releases regarding the prospectus supplement approval, dated April 9, 2021×
1.48	Altia Plc stock exchange release regarding conditional approval for the merger from the Swedish Competition Authority and status of antitrust process, dated April 15, 2021××
1.49	Arcus ASA stock exchange release regarding conditional approval for the merger from the Swedish Competition Authority and status of antitrust process, dated April 15, 2021××
1.50	Altia Plc stock exchange release regarding conditional approval for the merger from the Finnish Competition and Consumer Authority, dated April 19, 2021×××
1.51	Arcus ASA exchange release regarding conditional approval for the merger from the Finnish Competition and Consumer Authority, dated April 19, 2021×××
1.52	Prospectus supplement dated April 20, 2021×××
1.53	Altia Plc stock exchange releases regarding the prospectus supplement approval, dated April 20, 2021×××
1.54	Arcus ASA stock exchange releases regarding the prospectus supplement approval, dated April 20, 2021×××
1.55	Altia Plc Q1 report dated April 28, 2021××××
1.56	Altia Plc results presentation dated April 28, 2021××××
1.57	Prospectus supplement dated May 3, 2021°, °°
1.58	Altia Plc stock exchange releases regarding the prospectus supplement approval, dated May 3, 2021°°
1.59	Arcus ASA stock exchange releases regarding the prospectus supplement approval, dated May 3, 2021°°

 

 

1.60	Altia Plc stock exchange release regarding employee participation, dated May 10, 2021°°°
1.61	Arcus ASA stock exchange release regarding employee participation, dated May 10, 2021°°°
1.62	Altia Plc stock exchange release regarding conditional approval for the merger from the Norwegian Competition Authority, dated May 19, 2021°°°°
1.63	Arcus ASA stock exchange release regarding conditional approval for the merger from the Norwegian Competition Authority, dated May 19, 2021°°°°
1.64	Arcus ASA Q1 report dated May 20, 2021°°°°
1.65	Arcus ASA results presentation dated May 20, 2021°°°°
1.66	Prospectus supplement dated May 27, 2021~, ~~
1.67	Altia Plc stock exchange release regarding prospectus supplement approval, dated May 27, 2021~~
1.68	Arcus ASA stock exchange release regarding prospectus supplement approval, dated May 27, 2021~~
1.69	Altia Plc stock exchange release regarding divestments and regulatory approvals, dated July 23, 2021
1.70	Arcus ASA stock exchange release regarding divestments and regulatory approvals, dated July 23, 2021

 

* Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB dated September 30, 2020.
** Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated September 30, 2020.
*** Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated October 1, 2020.
**** Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated October 5, 2020.
^# Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated October 26, 2020. Documents incorporated by reference into the prospectus dated October 23, 2020 (exhibit 1.18) had previously been furnished to the Securities and Exchange Commission as part of exhibit 1.4 to Form CB dated September 30, 2020.
^## Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated November 9, 2020.
^### Altia Plc has not made appendices 1 and 4 to this document publicly available and they are therefore not being furnished. Appendix 2 and 3 were previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated October 5, 2020 (exhibit 1.9) and to Form CB dated September 29, 2020 (exhibit 1.3), respectively. Appendix 5 is furnished as exhibit 1.27 to this Form CB/A dated November 13, 2020.
^‡ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated November 13, 2020.
^‡‡ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated December 16, 2020.
^‡‡‡ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated December 21, 2020.
^‡‡‡‡ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated January 11, 2021.
⁺ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated February 18, 2021.
⁺⁺ Arcus ASA’s unaudited consolidated interim financial report as at and for the year ended December 31, 2020 included by reference into the exhibit was previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated February 18, 2021.
⁺⁺⁺ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated February 26, 2021.

⁺⁺⁺⁺ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated March 12, 2021.
^× Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated April 9, 2021.
^×× Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated April 16, 2021.
^××× Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated April 20, 2021.
^×××× Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated April 29, 2021.
° Altia Plc Q1 report dated April 28, 2021 included by reference into the exhibit was previously furnished to the Securities and Exchange Commission as exhibit 1.55 to Form CB/A dated April 29, 2021.
°° Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated May 4, 2021.
°°° Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated May 10, 2021.
°°°° Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated May 20, 2021.
^~ Arcus ASA’s unaudited interim financial report as at and for the three months ended March 31, 2021 included by reference into the exhibit was previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated May 18, 2021.
^~~ Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A dated May 28, 2021.

 

Item 2. Informational Legends

 

A legend complying with Rule 802 under the Securities Act of 1933, as amended, has been included in the documents referred to in Item 1.

 

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

N/A

 

PART III - CONSENT TO SERVICE OF PROCESS

 

(1)

On September 30, 2020, Altia Plc filed an irrevocable consent and power of attorney Form F-X with the Securities and Exchange Commission.

 

(2)

N/A

 

PART IV - SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

 

/s/ Kari Kilpinen	/s/ Roger Saarikangas
(Signature)
Kari Kilpinen	Roger Saarikangas
(SVP, Finland&Exports)	(Director, Procurement ad  Risk Management)
(Name and Title)
July 26, 2021
(Date)

 

 

 

 

 

 

 

Exhibit 1.69 

 

ALTIA PLC

STOCK EXCHANGE RELEASE

23 July 2021 at 5:20 p.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.

 

Altia and Arcus have agreed on brand divestments – all regulatory approvals for the merger received, completion expected during the third quarter of 2021

 

Altia Plc (“Altia”) and Arcus ASA (“Arcus”) announced on 29 September 2020 the merger of Altia’s and Arcus’ business operations through a statutory cross-border absorption merger of Arcus into Altia (the “Merger”). As previously disclosed by Altia on 15 April 2021, 19 April 2021 and 19 May 2021, the Finnish Competition and Consumer Authority (“FCCA”), the Swedish Competition Authority, and the Norwegian Competition Authority (“NCA”), respectively, had approved the Merger conditional upon the divestment of certain brands of Altia and Arcus. Additionally, the NCA and FCCA required that a binding agreement on the divestments with a suitable buyer must be entered into prior to the completion of the Merger.

 

In line with the aforementioned competition authorities’ requirements, Altia and Arcus have entered into a binding agreement with Galatea AB (“Galatea”), pursuant to which Galatea has agreed to purchase Altia’s aquavit brands Skåne Akvavit, Hallands Fläder and Brøndums and cognac brand Grönstedts along with Arcus’ aquavit brand Akevitt Spesial and spirits brands S.P.R.T. and Dworek. Altia and Arcus have additionally committed to provide transitional services to Galatea for up to a period of 36 months, commencing on the closing of the abovementioned brand divestments.

 

Upon entering into the binding agreement with Galatea and receiving the relevant competition authorities’ approvals for the buyer being suitable, Altia and Arcus have now received all regulatory approvals from the relevant authorities allowing for the completion of the Merger. Altia will separately disclose further details on the completion of the Merger prior to its completion, which is now planned to occur during the third quarter of 2021. At both Altia and Arcus, the internal planning of the Merger integration has proceeded well.

 

In line with previous announcements, the brand divestments will not affect the previously communicated annual net synergy potential of EUR 8-10 million or the industrial logic behind the combination of Altia and Arcus. These divestments do not include production equipment, facilities or employees.

 

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.

 

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.

 

 

 

 

 

 

 

 

Exhibit 1.70

 

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.

 

Arcus: Altia and Arcus have agreed on brand divestments – all regulatory approvals for the merger received, completion expected during the third quarter of 2021

 

Altia Plc (“Altia”) and Arcus ASA (“Arcus”) announced on 29 September 2020 the merger of Altia’s and Arcus’ business operations through a statutory cross-border absorption merger of Arcus into Altia (the “Merger”). As previously disclosed by Altia on 15 April 2021, 19 April 2021 and 19 May 2021, the Finnish Competition and Consumer Authority (“FCCA”), the Swedish Competition Authority, and the Norwegian Competition Authority (“NCA”), respectively, had approved the Merger conditional upon the divestment of certain brands of Altia and Arcus. Additionally, the NCA and FCCA required that a binding agreement on the divestments with a suitable buyer must be entered into prior to the completion of the Merger.

 

In line with the aforementioned competition authorities’ requirements, Altia and Arcus have entered into a binding agreement with Galatea AB (“Galatea”), pursuant to which Galatea has agreed to purchase Altia’s aquavit brands Skåne Akvavit, Hallands Fläder and Brøndums and cognac brand Grönstedts along with Arcus’ aquavit brand Akevitt Spesial and spirits brands S.P.R.T. and Dworek. Altia and Arcus have additionally committed to provide transitional services to Galatea for up to a period of 36 months, commencing on the closing of the abovementioned brand divestments.

 

Upon entering into the binding agreement with Galatea and receiving the relevant competition authorities’ approvals for the buyer being suitable, Altia and Arcus have now received all regulatory approvals from the relevant authorities allowing for the completion of the Merger. Arcus will separately disclose further details on the completion of the Merger prior to its completion, which is now planned to occur during the third quarter of 2021. At both Altia and Arcus, the internal planning of the Merger integration has proceeded well.

 

In line with previous announcements, the brand divestments will not affect the previously communicated annual net synergy potential of EUR 8-10 million or the industrial logic behind the combination of Altia and Arcus. These divestments do not include production equipment, facilities or employees.

 

ARCUS ASA

 

Contacts:

 

For questions, please contact Per Bjørkum, Group Director Communications and IR. Mobile.: +47 92255777, email: [email protected]

 

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 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.

 

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.

 

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.

 

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