Anora Group Oyj · OMXHEX:ANORA
Anora Group Oyj — Merger or Acquisition (2020)
18 slides from Anora Group Oyj's merger presentation, 2020
Slide 1: Forming a leading wine and spirits brand house in the Nordics
Forming a leading wine and spirits brand house in the Nordics Merger of Altia & Arcus NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH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
Slide 2: Important information
Important information This presentation has been prepared by, and the information contained herein (unless otherwise indicated) has been provided by Altia Plc (“Altia”) and Arcus ASA (“Arcus”). This presentation is for information purposes only. This presentation does not constitute a notice to an E
Slide 3: Combination overview
Combination overview Transaction structure Post merger ownership Exchange ratio Surviving entity 0.4618 new Altia shares for each Arcus share 53.5% 46.5% 0.4618 new Altia shares issued for each share in Arcus as merger Post transaction structure consideration to the shareholders of Arcus in exchange
Slide 4: Illustrative post transaction shareholder structure
Illustrative post transaction shareholder structure Top 10 shareholders in ANORA GROUP1 The post transaction shareholders of the combined entity are calculated based on a conversion ratio of 0.4618 Altia shares for Shareholder Shares % of capital and votes each Arcus share Canica AS 15,137,926 22.
Slide 5: Summary of the combination
Summary of the combination Statutory cross-border absorption merger whereby Arcus ASA is merged into Altia Plc Headquarter in Helsinki and shares listed on Nasdaq Helsinki The name of the combined company will be Anora Group Structure and Pekka Tennilä will become the CEO and Sigmund Toth wi
Slide 6: Proposed Board of Directors of Anora Group
Proposed Board of Directors of Anora Group Michael Sanna Holm Johansen Suvanto-Harsaae Chairman Vice Chairman Kirsten Ægidius Ingeborg Flønes Sinikka Mustakari Jyrki Mäki-Kala Nils Selte Torsten Steenholt new Current Altia Board Member Current Arcus Board Member 5
Slide 7: Summary of the combination
Summary of the combination Statutory cross-border absorption merger whereby Arcus ASA is merged into Altia Plc Headquarter in Helsink and shares listed on Nasdaq Helsinki The name of the combined company will be Anora Group Structure and Pekka Tennilä will become the CEO and Sigmund Toth wil
Slide 8: Merger of Altia and Arcus
Merger of Altia and Arcus
Slide 9: The Nordic wine & spirits brand house with an excellent growth platform
The Nordic wine & spirits brand house with an excellent growth platform The wine and spirits brand house in the Nordics Superior pan-Nordic route-to-market Competitive platform/basis to grow in and outside home markets Step-change in scale with efficiencies across the value chain Strong value creati
Slide 10: Leading presence in wines and spirits across the Nordics
Leading presence in wines and spirits across the Nordics Spirits Wine Nordics and existing presence #1 #1 in the Baltics Pro forma key figures (2019) Net sales (1 EUR 640 million Comparable EBITDA EUR 85 million Personnel about 1,100 Market shares in Norway, Sweden and Finland are based on dat
Slide 11: Strong and diversified brand portfolio of iconic local, regional and global brands
Strong and diversified brand portfolio of iconic local, regional and global brands Wine Aquavit Vodka Wine and spirits Bitter Cognac Glögg Other spirits Partner brands 10
Slide 12: Winning approach to sustainability
Winning approach to sustainability Towards carbon neutral production Supporting a responsible drinking culture Leader in eco-friendly packaging Inclusive working culture and work safety 11
Slide 13: Superior pan-Nordic route-to-market
Superior pan-Nordic route-to-market Superior partner offering through sales excellence and presence in complex Nordic markets First class local knowledge and unparalleled Leading distribution presence across the Nordics capabilities 64 46 Million litres sold Million litres sold per year1 per year At
Slide 14: Competitive platform to grow in and outside home markets
Competitive platform to grow in and outside home markets Joined forces and competence will Attractive combined portfolio of iconic Strengthened financial position allowing facilitate more powerful launches, Nordic brands with further export for targeted M&A both in new and current markets potential
Slide 15: Step-change in scale with efficiencies across the value chain
Step-change in scale with efficiencies across the value chain Strong combined manufacturing and logistics footprint Efficiency gains across the value chain Manufacturing Combined supplier base for first-class raw Sourcing Altia materials Arcus Koskenkorva Own warehouse Logistics and Improved warehou
Slide 16: Strong value creation for shareholders from significant synergies
Strong value creation for shareholders from significant synergies Synergy sources Sourcing and manufacturing Cost Logistics and warehousing SG&A Other OPEX Expansion in core Nordic markets Revenues Acceleration in new markets Potential run-rate EBITDA net synergies EUR ~8-10m 15
Slide 17: ANORA GROUP's illustrative combined net sales and EBITDA
ANORA GROUP’s illustrative combined net sales and EBITDA ANORA GROUP 635 641 640 359 357 360 276 284 281 Illustrative net sales (EURm) 2017 2018 2019 2017 2018 2019 2017 2018 2019 Comparable EBITDA Comparable EBITDA Margin % 81 85 Margin % Illustrative 73 comparable 42 40 45 12.8% 13.3% 11.3% 39 33
Slide 18: Strong value creation for shareholders
Strong value creation for shareholders The wine and spirits brand house in the Nordics Strengthened financial position – excellent conditions for future growth Strong value creation from significant synergies 17