Merger between Altia and Arcus

Deal rationale

• The leading wine and spirits brand house in the Nordics

• Superior pan-Nordic route-to-market

• Competitive platform to grow in and outside home markets

• Step-change in scale with efficiencies across the value chain

• Strong value creation from significant synergies - annual EBITDA net synergies of EUR 8-10 million

Read the Merger Announcement Release and watch the replay of the announcement presentation here.

Deal structure

The combination was implemented as a statutory cross-border absorption merger whereby Arcus was merged into Altia and dissolved. As merger consideration, the shareholders of former Arcus received 0.4618 new shares in Altia for each share in Arcus owned by them. Arcus’ shareholders received in aggregate shares representing approximately a 46.5% ownership in Anora. The former Altia shareholders received an extra dividend of EUR 0.40 per share.

The Anora share had a temporary secondary listing on the Oslo Stock Exchange from 1 September until 31 December 2022. Read more about share conversions here.

Regulatory process

In line with the competition authorities’ requirements, Altia and Arcus agreed on brand divestments to Galatea AB. The divested brands were Altia’s aquavit brands Skåne Akvavit, Hallands Fläder and Brøndums and cognac brand Grönstedts, and Arcus’ aquavit brand Akevitt Spesial and spirits brands S.P.R.T. and Dworek.

Timetable

29 Sep 2020: Announcement of the merger plan 23 Oct 2020: Publication of the prospectus 12 Nov 2020: Altia and Arcus EGMs were held - shareholders in both companies approved the merger plan. Learn more about Altia's EGM here. 25 Nov 2020: Altia dividend payment (AGM authorised, 0.21e per share) 1 Sep 2021: Merger completed: Anora is formed

In connection with the closing Altia extra dividend payment (0.40e per share)

• Ex-dividend date 26 Aug 2021

• Dividend record date 27 Aug 2021

• ​​​​​​​Dividend payment date 3 Sep 2021

Documents related to the merger

Stock exchange releases

• Delisting application approved regarding the secondary listing of Anora Group Plc on the Oslo Stock Exchange; last day of trading on the Oslo Stock Exchange is 30 December 2021 (1 Dec 2021)

• Anora Group Plc applies for delisting regarding the secondary listing of Anora shares on the Oslo Stock Exchange (25 Nov 2021)

• Anora announces future operating model (15 Oct 2021)

• Anora Group Plc: Employee representation on Anora’s Board of Directors – representative for the Finnish employees elected (22 Sep 2021)

• Anora Group Plc: Employee representation on Anora’s Board of Directors and organisational meeting of the Board of Directors (3 Sep 2021)

• Merger of Altia and Arcus has been registered and the combination of Altia’s and Arcus’ business operations completed – Anora Group has been formed (1 Sep 2021)

• Altia and Arcus will complete the merger of Arcus into Altia; The Board of Directors of Altia has resolved on the payment of an extra dividend (25 Aug 2021)

• Appointments in the future Anora Group Plc’s Executive Management Team – Merger expected to be completed on 1 September 2021 (18 August 2021)

• Altia and Arcus have agreed on brand divestments – all regulatory approvals for the merger received, completion expected during the third quarter of 2021 (23 July 2021)

• Altia has received conditional approval for the merger from the Norwegian Competition Authority (19 May 2021)

• Altia and Arcus have agreed on employee participation within the combined company upon the completion of the merger (10 May 2021)

• Altia has received conditional approval for the merger from the Finnish Competition and Consumer Authority (19 April 2021)

• Altia has received conditional approval for the merger from the Swedish Competition Authority and offered remedies to the Finnish and Norwegian competition authorities (15 April 2021)

• The Finnish Competition and Consumer Authority moves its investigation of the combination of Altia and Arcus into phase II (8 January 2021)

• The Norwegian Competition Authority moves its investigation of the combination of Altia and Arcus into phase II (21 December 2020)

• The Swedish Competition Authority moves its investigation of the combination of Altia and Arcus into phase II (15 December 2020)

• Approval of a supplement to the merger prospectus (9 November 2020)

• Approval of the the prospectus prepared for the merger of Altia Plc and Arcus ASA (23 October 2020)

• Merger Announcement Release (29 Sep 2020)

Merger prospectus and supplements

• Supplement to merger prospectus (24 Aug 2021)

• Supplement to merger prospectus (28 July 2021)

• Supplement to merger prospectus (27 May 2021)

• Supplement to merger prospectus (3 May 2021)

• Supplement to merger prospectus (20 April 2021)

• Supplement to merger prospectus (9 April 2021)

• Supplement to merger prospectus (26 Feb 2021)

• Supplement to merger prospectus (9 Nov 2020)

• Merger Prospectus (23 October 2020)

Other resources

• Additional material for the EGM in Finnish (23 October 2020)

• Merger Plan (29 Sep 2020)

• Presentation of the merger

• Merger of Altia and Arcus in brief

Arcus' financial information

• Arcus Q3 2020 interim report

• Arcus Q2 2020 interim report

• Arcus Financial Statements 2019

• Arcus Financial Statements 2018

• Arcus Financial Statements 2017

Altia's financial information

Altia's previous financial statements can be found on the Reports and presentations page.