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Kursutveckling och likviditet under dagen för detta pressmeddelande

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Beskrivning

LandNorge
ListaOB Match
SektorHandel & varor
IndustriDagligvaror
Arcus är en leverantör av alkoholhaltiga drycker. Idag är bolaget främst specialiserade främst mot framställningen av brännvin, som huvudsakligen levereras till den nordiska marknaden. Produkterna säljs under varierade varumärken och innefattar utöver brännvin även konjak, vodka, whisky och likör. Bolaget kom till via en spin-off under 1996 från Vinmonopolet och har sitt huvudkontor i Hagan.
2021-05-19 09:05:13
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TO THE REQUIREMENTS UNDER FINNISH LAW. FOR FURTHER INFORMATION, SEE "IMPORTANT
NOTICE" BELOW.

Arcus: Altia has today received conditional approval for the merger from the
Norwegian Competition Authority

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"). The completion of
the Merger is subject to, inter alia, merger control approvals from the Finnish
Competition and Consumer Authority (the "FCCA"), the Swedish Competition
Authority (the "SCA") and the Norwegian Competition Authority (the "NCA"). As
disclosed by Arcus on 15 April 2021 and 19 April 2021, the SCA and FCCA,
respectively, have already conditionally approved the Merger.

The NCA has today decided to approve the Merger, conditional on 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 Merger.
Altia and Arcus have committed to provide transitional services to the buyer for
a limited period, to the extent required. The decision is in line with the
proposed remedies disclosed by Arcus on 15 April 2021. As a result of the NCA's
conditional approval, Altia and Arcus have received conditional merger control
approvals for the Merger from the relevant authorities.

The approved remedy divestments will not affect the previously communicated
synergy potential or the industrial logic behind the combination of Altia and
Arcus. These divestments will not include production equipment, facilities or
employees.

The divestment processes concerning all required brands and related negotiations
with several potential buyers are ongoing. Altia and Arcus continue to be fully
committed to the Merger and are working closely with the competition authorities
to obtain regulatory approvals of relevant buyer(s) allowing completion of the
Merger as planned by the end of the first half of 2021. However, as disclosed on
15 April 2021, completion of the Merger may be delayed to the fall of 2021,
since a binding agreement on the divestments required by the NCA and FCCA must
be entered into prior to the completion of the Merger.

ARCUS ASA

Contacts:

For questions, please contact Per Bjørkum, acting 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 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.