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
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
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.
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.
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.