Separation Date to be November 1, 2016
Distribution Ratio of Alcoa Corporation Common
Stock Set
Alcoa Inc. (NYSE: AA) announced today that its Board of
Directors has approved the completion of the Company’s separation
into two independent, publicly-traded companies. Arconic will be a
leading global provider of high-performance materials and
engineered products to the aerospace, automotive and other growth
industries, positioned for profitable growth. Alcoa Corporation
will be a globally-competitive industry leader in bauxite, alumina
and aluminum products, positioned to succeed throughout the market
cycle. The separation is scheduled to become effective before the
opening of the market on November 1, 2016.
Upon separation, Klaus Kleinfeld will serve as Arconic Chairman
and CEO. Michael Morris will become non-executive Chairman of Alcoa
Corporation and Roy Harvey, current Group President of the Alcoa
Global Primary Products business, will be its CEO.
As previously announced, the separation will occur by means of a
pro rata distribution by Alcoa Inc. of 80.1 percent of the
outstanding common stock of Alcoa Corporation. Arconic will retain
19.9 percent of Alcoa Corporation common stock. The distribution is
intended to qualify as a tax-free transaction to Alcoa Inc.
shareholders for U.S. federal income tax purposes.
In connection with this distribution, on November 1, 2016, Alcoa
Inc. will change its name to Arconic Inc. and its ticker symbol on
the New York Stock Exchange to ARNC. Alcoa Corporation will trade
as an independent company on the New York Stock Exchange under the
ticker symbol AA.
Earlier this year, Alcoa Inc. announced plans to undertake a
reverse stock split of Alcoa Inc. common stock at a ratio of 1 for
3 and a proportionate reduction in the number of authorized shares
of its common stock. Alcoa Inc. will hold a special shareholder
meeting on October 5, 2016 to seek approval of this reverse stock
split and authorized share count reduction.
Distribution Ratio
If the reverse stock split is approved, at the time of
separation Alcoa Inc. shareholders will receive one share of Alcoa
Corporation common stock for every three shares of Alcoa Inc.
common stock held as of the record date for the distribution, which
is October 20, 2016.
If the reverse stock split is not approved, at the time of
separation Alcoa Inc. shareholders will receive one share of Alcoa
Corporation common stock for every nine shares of Alcoa Inc. common
stock held as of the record date.
At the time of separation, shareholders of Alcoa Inc. will
retain their shares of Alcoa Inc. Due to the name change of Alcoa
Inc. to Arconic Inc. upon separation, these shares will become
Arconic Inc. shares.
No fractional shares of Alcoa Corporation common stock will be
issued in the distribution, and shareholders will receive cash in
lieu of fractional shares. The separation distribution is expected
to be paid on November 1, 2016 to Alcoa Inc. shareholders of record
as of the close of business on the record date.
The distribution remains subject to the satisfaction or waiver
of the conditions described in Alcoa Upstream Corporation’s
Registration Statement on Form 10, as amended, including the U.S.
Securities and Exchange Commission (SEC) having declared effective
the Form 10. The Form 10 has been filed by Alcoa Upstream
Corporation with the SEC and is available at www.alcoa.com.
No action is required by Alcoa Inc. shareholders to receive
shares of Alcoa Corporation common stock in the distribution. Alcoa
Inc. expects to mail an information statement to all shareholders
entitled to receive the distribution of shares of Alcoa Corporation
common stock. The information statement is an exhibit to Alcoa
Upstream Corporation’s Registration Statement on Form 10 and
describes Alcoa Corporation, certain risks of owning Alcoa
Corporation common stock and other details regarding the separation
and distribution.
Trading Common Stock
Alcoa Inc. shareholders who hold common stock on the record date
of October 20, 2016, and decide to sell any of it before the
distribution date should consult their stockbroker, bank or other
nominee to understand whether the shares of Alcoa Inc. common stock
will be sold with or without entitlement to Alcoa Corporation
common stock pursuant to the distribution.
Beginning on or about October 18, 2016, and continuing up to and
through the distribution date, two markets are expected for Alcoa
Inc. common stock: the “regular-way” market and the
“ex-distribution” market. Shares that trade in the “regular-way”
market will be entitled to shares of Alcoa Corporation common stock
distributed pursuant to the distribution; shares that trade in the
“ex-distribution” market will trade under the symbol ARNC WI and
without an entitlement to shares of Alcoa Corporation common stock
distributed pursuant to the distribution.
Alcoa Corporation anticipates “when-issued” trading of its
common stock will begin on or about October 18, 2016, under the
symbol AA WI, and will continue up to and through the distribution
date. “Regular-way” trading in Alcoa Corporation’s common stock is
expected to begin on November 1, 2016.
The separation date may change if certain conditions are not
satisfied by that date, as described in Alcoa Upstream
Corporation’s preliminary information statement filed with the Form
10.
Dissemination of Company Information
Alcoa intends to make future announcements regarding Company
developments and financial performance through its website at
www.alcoa.com.
About Alcoa
A global leader in lightweight metals technology, engineering
and manufacturing, Alcoa innovates multi-material solutions that
advance our world. Our technologies enhance transportation, from
automotive and commercial transport to air and space travel, and
improve industrial and consumer electronics products. We enable
smart buildings, sustainable food and beverage packaging,
high-performance defense vehicles across air, land and sea, deeper
oil and gas drilling and more efficient power generation. We
pioneered the aluminum industry over 125 years ago, and today, our
approximately 57,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce
best-in-class bauxite, alumina and primary aluminum products. For
more information, visit www.alcoa.com, follow @Alcoa on Twitter at
www.twitter.com/Alcoa and follow us on Facebook at
www.facebook.com/Alcoa.
Forward-Looking Statements
This communication contains statements that relate to future
events and expectations and as such constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include those
containing such words as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “forecasts,” “intends,” “may,” “outlook,”
“plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,”
“would,” or other words of similar meaning. All statements that
reflect the Company’s expectations, assumptions or projections
about the future, other than statements of historical fact, are
forward-looking statements, including, without limitation,
statements regarding the separation transaction. Forward-looking
statements are not guarantees of future performance and are subject
to risks, uncertainties, and changes in circumstances that are
difficult to predict. Although the Company believes that the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that these
expectations will be attained and it is possible that actual
results may differ materially from those indicated by these
forward-looking statements due to a variety of risks and
uncertainties. Such risks and uncertainties include, but are not
limited to: (a) uncertainties as to the timing of the separation
and whether it will be completed; (b) the possibility that various
closing conditions for the separation may not be satisfied; (c) the
outcome of contingencies, including legal proceedings; (d) the
impact of the separation on the businesses of Alcoa; (e) the risk
that the businesses will not be separated successfully or such
separation may be more difficult, time-consuming or costly than
expected, which could result in additional demands on Alcoa’s
resources, systems, procedures and controls, disruption of its
ongoing business and diversion of management’s attention from other
business concerns; and (f) the other risk factors discussed in the
Company’s Form 10-K for the year ended December 31, 2015, and other
reports filed with the SEC, and in the Form 10 registration
statement filed by Alcoa Upstream Corporation. The Company
disclaims any obligation to update publicly any forward-looking
statements, whether in response to new information, future events
or otherwise, except as required by applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160929006365/en/
AlcoaInvestor Contact:Matt Garth,
212-836-2674Matthew.Garth@alcoa.comorMedia Contact:Monica Orbe,
212-836-2632Monica.Orbe@alcoa.com
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