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Kursutveckling och likviditet under dagen för detta pressmeddelande

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2021-11-10 Kvartalsrapport 2021-Q3
2021-08-18 Kvartalsrapport 2021-Q2
2021-05-20 Kvartalsrapport 2021-Q1
2021-03-29 Ordinarie utdelning ARCUS 1.66 NOK
2021-03-26 Årsstämma 2021
2021-02-17 Bokslutskommuniké 2020
2020-11-12 Extra Bolagsstämma 2020
2020-11-06 Kvartalsrapport 2020-Q3
2020-08-18 Kvartalsrapport 2020-Q2
2020-06-11 Ordinarie utdelning ARCUS 1.66 NOK
2020-06-10 Årsstämma 2020
2020-04-29 Kvartalsrapport 2020-Q1
2020-02-13 Bokslutskommuniké 2019
2019-11-06 Kvartalsrapport 2019-Q3
2019-08-18 Kvartalsrapport 2019-Q2
2019-05-10 Kvartalsrapport 2019-Q1
2019-04-12 Ordinarie utdelning ARCUS 1.66 NOK
2019-04-11 Årsstämma 2019
2019-02-14 Bokslutskommuniké 2018
2018-11-16 Kvartalsrapport 2018-Q3
2018-08-16 Kvartalsrapport 2018-Q2
2018-05-24 Kvartalsrapport 2018-Q1
2018-04-12 Ordinarie utdelning ARCUS 1.66 NOK
2018-04-11 Årsstämma 2018
2018-02-20 Bokslutskommuniké 2017
2017-11-02 Kvartalsrapport 2017-Q3
2017-08-16 Kvartalsrapport 2017-Q2
2017-05-05 Kvartalsrapport 2017-Q1
2017-05-04 Ordinarie utdelning ARCUS 1.47 NOK
2017-05-03 Årsstämma 2017
2017-03-02 Extra Bolagsstämma 2017
2017-02-14 Bokslutskommuniké 2016

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.
2020-10-23 17:25:26
ARCUS ASA 	STOCK EXCHANGE RELEASE 	23 OCTOBER 2020 AT 15:30 CEST

THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN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.

The Finnish Financial Supervisory Authority has approved the prospectus prepared
for the merger of Altia Plc and Arcus ASA 

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 “Combined Company”). As
a result of the merger, all assets and liabilities of Arcus will be transferred
without a liquidation procedure to Altia, and Arcus will be dissolved (the
"Merger"). The shareholders of Arcus will receive new shares in Altia in
proportion to their shareholdings as merger consideration (the “Merger
Consideration Shares”). The Boards of Directors of Altia and Arcus have, on 2
October 2020, proposed that the extraordinary general meetings of Altia and
Arcus, respectively, convened to be held on 12 November 2020, resolve on the
Merger in accordance with the merger plan and approve the Merger. 

The Finnish Financial Supervisory Authority has today, 23 October 2020, approved
the merger prospectus concerning the Merger (the "Merger Prospectus"). The
Merger Prospectus includes a Finnish translation of the summary of the Merger
Prospectus. The Merger Prospectus will be available on or about 23 October 2020
in English on Altia’s website at www.altiagroup.com/investors, at Altia’s
registered office at Kaapeliaukio 1, 00180 Helsinki, Finland, at Arcus’ website
at www.arcus.no/en/investor and at Arcus’ registered office at Destilleriveien
11, Gjelleråsen, Norway. In addition, the Merger Prospectus will be available at
Nasdaq Helsinki at Fabianinkatu 14, 00100 Helsinki, Finland on or about 26
October 2020.

In addition, Altia has prepared unofficial Finnish language translations of
certain key parts of the Merger Prospectus that will be available on Altia’s
website at www.altiagroup.com/investors on or about 23 October 2020.

The Merger Prospectus contains the following previously unpublished information
in relation to the Merger (any capitalized terms not defined shall have the
meanings assigned to them in the Merger Prospectus):

Delivery of the Merger Consideration Shares
As the primary alternative, Altia expects to deliver the Merger Consideration
Shares through a depository interest arrangement in the VPS. If the Merger
Consideration Shares are delivered through a depositary interest arrangement,
the Arcus shareholders eligible to receive Merger Consideration Shares will
after the execution of the Merger and delivery of the Merger Consideration
Shares be considered nominee registered shareholders for Finnish law purposes.
Further details of the depositary interest arrangement have been presented in
the Merger Prospectus.

As secondary alternatives the Merger Consideration Shares could be delivered as
depository receipts registered in the VPS or as directly held shares in the
Combined Company in the book-entry securities system maintained by Euroclear
Finland. The secondary alternatives would only be considered in the unlikely
event that the delivery of the Merger Consideration Shares as depository
interests would not be possible e.g. due to technical issues in Euroclear or the
VPS that cannot reasonably be resolved, or if no registrar agreement on the
arrangement of delivering the Merger Consideration Shares as depository
interests can reasonably be reached with a bank offering custodian and registrar
service in Norway, or for any other reason. 

Pro forma financial information

The Merger Prospectus includes unaudited pro forma financial information (“Pro
Forma Information”)  presented to illustrate the effect of the Merger of Altia
and Arcus to Altia’s financial information as if the Merger had been undertaken
at an earlier date. The Pro Forma Information has been presented for
illustrative purposes only and, therefore, the hypothetical financial position
and results of operations therein may differ from the Combined Company’s actual
financial position and results of operations. In addition, the unaudited pro
forma financial information does not reflect any cost savings, synergy benefits
or future integration costs that are expected to be generated or may be incurred
as a result of the Merger. The Pro Forma Information included in the Merger
Prospectus has been attached in full as Appendix 1 to this stock exchange
release.

The unaudited pro forma income statements for the six months ended 30 June 2020
and for the year ended 31 December 2019 give effect to the Merger as if it had
occurred on 1 January 2019. The unaudited pro forma balance sheet as at 30 June
2020 gives effect to the Merger as if it had occurred on that date.

The Pro Forma Information has been compiled in accordance with the Annex 20 to
the Commission Delegated Regulation (EU) 2019/980 and on a basis consistent with
the accounting principles applied by Altia in its consolidated financial
statements prepared in accordance with IFRS. The Merger will be accounted for as
a business combination at consolidation using the acquisition method of
accounting under the provisions of IFRS with Altia determined as the acquirer of
Arcus.

The Pro Forma Information reflects adjustments to historical financial
information to give pro forma effect to events that are directly attributable to
the Merger and which are factually supportable. The pro forma adjustments
include certain assumptions related to the fair value of the purchase
consideration, the purchase price allocation, accounting policy alignments and
other adjustments, which are considered to be reasonable under the
circumstances. Considering the ongoing regulatory approval processes which
restricts Altia’s access to detailed data of Arcus, the pro forma adjustments
presented are preliminary and based on information available at this time and
are thus subject to change, among other factors, due to that the final fair
value of the purchase consideration will be determined based on the share price
as at the Effective Date, the final purchase price allocation will be based on
the fair values of Arcus’ assets acquired and liabilities assumed on the
Effective Date and detailed review of Arcus’ accounting policies and financial
statements presentation differences can only be done after the Effective Date.

There can be no assurance that the assumptions used in the preparation of the
Pro Forma Information will prove to be correct. The final impact of the Merger
to the financial information of Altia may materially differ from the pro forma
adjustments reflected in the Pro Forma Information. Further, the accounting
policies to be applied by the Combined Company in the future may differ from the
accounting policies applied in the Pro Forma Information.

The following table set forth a summary of key figures relating to Pro Forma
Information as at the dates and for the periods indicated: 

	As at and for the six months ended 30 June 2020	For the year ended 31 December
2019
In EUR million, unless otherwise indicated	Altia historical	Arcus
reclassified	Merger	Combined Company 
pro forma	Altia historical 	Arcus reclassified	Merger	Combined Company 
pro forma
Net sales	149.3	127.2	-	276.5	359.6	280.4	-	640.0
Comparable EBITDA	18.8	17.4	-	36.1	44.8	39.9	-	84.7
EBITDA	18.0	15.7	1.1	34.8	43.1	37.9	-25.4	55.6
Operating result	9.2	9.9	-0.5	18.6	25.1	25.8	-29.1	21.8
Result for the period	7.5	7.6	-0.1	14.9	18.4	13.5	-24.7	7.2
Earnings per share – basic, EUR				0.22				0.10
Total assets	428.9	550.9	95.8	1,075.6				
Total equity	149.5	159.6	106.0	415.1				
Net debt				211.2				
Gearing, %				50.9				
Equity ratio, %				38.6				
								
EBITDA	=	Operating result before depreciation and amortisation.
Comparable                  EBITDA	=	EBITDA excluding items affecting
comparability. Items affecting comparability comprise of material items outside
normal business such as net gains or losses from business and assets disposals,
costs for closure of business operations and restructurings, cost for major
corporate projects such as direct transaction costs related to business
acquisition and the contemplated merger, cost impact of inventory fair value
adjustment arising from business acquisitions, costs related to other corporate
development projects, and cost impact of voluntary pension plan change.
Net debt	=	Non-current and current Borrowings + Non-current and current Lease
liabilities – Cash and cash equivalents
Gearing, %	=	Net debt / Total equity
Equity ratio, %	=	Total equity / Total assets – Advances received

ARCUS ASA

Contacts:
Per Bjørkum, Group Director Communications and IR, tel. +47 922 55 777,
per.bjorkum@arcus.no

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. 

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.

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.

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.