Key information on the tender offer
- The tender offer was announced on April 29, 2022 by Norsk Hydro, a Norway-based leading aluminium and energy company committed to a more sustainable future
- Norsk Hydro is offering PLN 68.40 per share of Alumetal, which represents a:
- 4.7 percent premium over the closing price from the last trading session on the WSE preceding announcement of the tender offer,
- 9.5 percent premium over the average volume-weighted price from trading in the last six months preceding announcement of the tender offer
- The offer price of PLN 68.40 per share represents an aggregate price of PLN 1,066 million for 100 percent of the shares. In addition, on July 27, 2022, Alumetal is going to pay out a dividend of PLN 6.80 per share, or PLN 106 million in total, to investors being the company’s shareholders on the dividend day, i.e. April 28, 2022. The price offered in the tender offer and the dividend to be paid is a total of PLN 75.20 per share.
- The management board of Alumetal has issued a positive opinion on the tender offer, stating that the offer price corresponds to the fair value of the company.
- Subscriptions to sell shares in the tender offer will be accepted from June 13 until October 10, 2022.
- Norsk Hydro intends to acquire 100 percent of the shares of Alumetal, i.e. 15,582,689 shares.
- The tender offer will be effective once all the conditions stipulated thereunder are met, in particular if existing shareholders submit subscriptions to sell at least 66 percent of the shares, i.e. 10,284,574 shares, and also upon Norsk Hydro obtaining competition clearance.
- Norsk Hydro has concluded an agreement with two members of the Alumetal Supervisory Board and all members of the Alumetal Management Board, in total holding approximately 39 percent of the company’s shares, who have undertaken to submit subscriptions in the tender offer for all their shares at the offer price.
|Start of acceptance of subscriptions||June 13, 2022|
|End of acceptance of subscriptions||October 10, 2022|
|Conclusion of share sale transactions||October 13, 2022|
|Settlement of share sale transactions||October 17, 2022|
April 29, 2022
July 22, 2022
An investor holding shares in Alumetal may respond to the tender offer at the brokerage that keeps the investor’s securities account.
A subscription to sell shares may be submitted only by the owner of the shares, the owner’s statutory representative, or a duly appointed proxy.
An investor intending to submit a subscription for sale of shares in the tender offer should contact the brokerage where the investor intends to submit the subscription, to confirm the time, place and manner of acceptance of subscriptions by the brokerage, including the possibility of submitting a subscription based on a telephone order, via internet, or in another manner, in accordance with the internal procedures of the brokerage.
In its opinion published on June 8, 2022, Alumetal's management board assessed that "the cooperation of the Company with the Tenderer and the entities of its capital group may result in even better use of the potential related to the products offered by the Company and its subsidiaries and further optimisation of operational processes."
Alumetal's management board also stated "that, in its opinion, the price proposed in the Tender Offer corresponds to the fair value of the Company (i.e. 'is within the fair value range').”
This material is for informational purposes only and cannot be treated as an offer or proposal to purchase shares, nor as a recommendation regarding investment decisions in relation to the tender offer for the sale of shares in Alumetal S.A., announced on April 29, 2022 by Hydro Aluminium AS ("Tender Offer") through Banku Pekao S.A. – Biura Maklerskiego Pekao and Pekao Investment Banking S.A. as the intermediary entities. The Tender Offer document (as amended thereafter) is the only legally binding source of information on the terms of the Tender Offer and is the only legally binding document relating to the Tender Offer process. At the same time, the Tender Offer should not be considered as a recommendation or forecast from Hydro Aluminium AS, entities belonging to its capital group or Banku Pekao S.A., Pekao Investment Banking S.A. and entities belonging to the capital group of Bank Pekao S.A.