Key information on the tender offer
- The tender offer was announced on May 25, 2023 by Hydro Aluminium, a company from Norsk Hydro group, a Norway-based global aluminium and energy group committed to a more sustainable future.
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· Hydro is offering PLN 82.00 per each share of Alumetal.
- The offered price of PLN 82.00 per share is more than 4 percent higher than the initial price proposed by Hydro at the time of the announcement of this tender offer (PLN 78.69 per share) and almost 20 percent higher than the price proposed in the first tender offer announced by Hydro on April 29, 2022 (PLN 68.40 per share).
- Subscriptions for the sale of shares in the tender offer will be accepted until June 30, 2023.
- In addition, Alumetal's existing shareholders will receive the full dividend from the record high net profit for 2022, i.e. a total of PLN 13.82 per share, of which PLN 3.30 per share has already been paid as an interim dividend on December 29, 2022 and PLN 10.52 per share will be paid on July 27, 2023 i.e. after the planned completion of Hydro's acquisition of Alumetal.
- Hydro intends to acquire 100% of the shares of Alumetal, i.e. 15,634,287 shares.
- In early May 2023, Hydro received unconditional approval from the European Commission for the proposed acquisition of Alumetal.
- In mid-June 2023, another important condition of the tender offer was fulfilled, namely that existing Alumetal shareholders had subscribed for at least 50 percent of the shares.
Important dates
| Start of acceptance of subscriptions | May 26, 2023 |
| Tender offer price increase | June 9, 2023 |
| Last day of acceptance of subscriptions at increased price | June, 15, 2023 |
| End of acceptance of subscriptions | June 30, 2023 |
| Tender offer price re-increase | June 23, 2023 |
| Expected date of conclusion of share purchase transactions | July 5, 2023 |
| Expected date of settlement of share purchase transactions | July 7, 2023 |
News
April 27, 2023
Hydro initiates renewed tender offer process for Polish recycler
May 25, 2023
June 8, 2023
Hydro temporarily increases price in tender offer for Alumetal
June 15, 2023
Hydro moves closer to completion of acquiring Alumetal
June 22, 2023
Hydro increases price in tender offer for Alumetal to PLN 82.00 per share
FAQ
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 7, 2023, Alumetal's management board assessed that "the cooperation of the Company with the Tenderer and the entities of its capital group may lead to an even better use of the potential related to the products offered by the Company and its subsidiaries and to a further optimisation of the 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').”
All shareholders who subscribe for the sale of shares in the tender offer will receive the increased price, i.e. PLN 82.00 per share. This also applies to those shareholders who subscribed for the sale of shares in the tender offer before the price increase (with the provision that approximately 32.7 percent of the shares owned by IPO30 UNIPESSOAL LDA will be acquired by Hydro at PLN 78.69 per share).
Legal notice
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 May 25, 2023 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.
Updated: 25 May 2023