- Special meeting to be held October 5, 2016 to seek shareholder approval
- Preliminary proxy statement filed with the U.S. Securities and Exchange Commission
Alcoa Inc. (NYSE:AA) announced today that it plans to undertake a
reverse stock split of Alcoa’s common stock at a ratio of 1 for 3 and a
proportionate reduction in the number of authorized shares of its common
stock. The reverse stock split will reduce the number of Alcoa shares of
common stock outstanding and is expected to increase the per share
trading price of the common stock, which may improve liquidity and
facilitate its trading.
Alcoa will hold a special shareholder meeting on October 5, 2016 to seek
approval of the reverse stock split and authorized share count
reduction. Approval of both requires the affirmative vote of a majority
of votes cast by shareholders entitled to vote. Alcoa has filed a
preliminary proxy statement regarding the special meeting with the U.S.
Securities and Exchange Commission.
When the reverse stock split becomes effective, every three shares of
Alcoa common stock will automatically be converted into one share of
common stock. Alcoa does not anticipate issuing fractional shares as a
result of the reverse stock split: shareholders entitled to receive
fractional share(s) as a result of the reverse stock split will receive
cash payments in lieu of such shares. If the reverse stock split is
approved and implemented, the number of authorized shares of common
stock of Alcoa would decrease from the current amount of 1,800,000,000
The reverse stock split will not change the proportionate equity
interests or voting rights of holders of common stock, subject to the
treatment of fractional shares.
Holders of record of Alcoa common stock as of the close of business on
August 3, 2016 will be entitled to notice of and to vote at the special
Alcoa intends to effect the reverse stock split and authorized share
count reduction prior to the previously announced separation of the
company. The reverse stock split is subject to market and other
customary conditions, including shareholder approval. However, there are
no assurances that the reverse stock split and authorized share count
reduction will be completed, that it will result in an increased per
share price or achieve its other intended effects. Alcoa reserves the
right, at its discretion, to abandon the reverse stock split and
authorized share count reduction at any time prior to filing the
applicable articles of amendment in the Pennsylvania Department of State.
Important Information about the Reverse Stock Split Proposal
This communication may be deemed to be solicitation material in
connection with the proposal to be submitted to Alcoa’s shareholders at
its special meeting seeking approval to effect a reverse stock split and
a reduction in the number of authorized shares of its common stock (the
“Reverse Split Proposal”). In connection with the Reverse Split
Proposal, Alcoa has filed a preliminary proxy statement on Schedule 14A
with the U.S. Securities and Exchange Commission (the “SEC”).
Shareholders are urged to read the preliminary proxy statement and all
other relevant documents filed with the SEC when they become available,
including the definitive proxy statement, because they will contain
important information about the Reverse Split Proposal.
Investors and security holders will be able to obtain the documents
(when available) free of charge at the SEC’s website, www.sec.gov.
In addition, shareholders may obtain free copies of the documents filed
with the SEC when available at Alcoa’s website, www.alcoa.com.
You also may read and copy any reports, statements and other information
filed by Alcoa with the SEC at the SEC public reference room at 100 F
Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC’s website for further information on its
public reference room.
Participants in the Solicitation
Alcoa and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Alcoa’s shareholders in
respect of the Reverse Split Proposal. Information about the directors
and executive officers of Alcoa is set forth in Alcoa’s proxy statement
for its 2016 Annual Meeting of Shareholders, which was filed with the
SEC on March 24, 2016. Investors may obtain additional information
regarding the interests of Alcoa and its directors and executive
officers in the Reverse Split Proposal by reading the preliminary proxy
statement and, when it becomes available, the definitive proxy statement
relating to the special meeting.
Dissemination of Company Information
Alcoa intends to make future announcements regarding Company
developments and financial performance through its website at www.alcoa.com.
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.
We have included the above website addresses only as inactive textual
references and do not intend these to be active links to such websites.
Information contained on such websites or that can be accessed through
such websites does not constitute a part of this press release.
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,”
“goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,”
“sees,” “should,” “targets,” “will,” “would,” or other words of similar
meaning. All statements that reflect Alcoa’s expectations, assumptions
or projections about the future, other than statements of historical
fact, are forward-looking statements, including, without limitation,
statements about the reverse stock split, authorized share count
reduction and special meeting. 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 Alcoa 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, uncertainties as to the timing of the separation and whether it will
be completed; the possibility that various closing conditions for the
separation may not be satisfied; the possibility that shareholder
approval for the reverse stock split and authorized share count
reduction will not be obtained; the possibility that factors unrelated
to the reverse stock split may impact the per share trading price of
Alcoa’s common stock; and the other risk factors discussed in Alcoa’s
Form 10-K for the year ended December 31, 2015, and other reports filed
with the SEC. Alcoa 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.