Alcoa Inc. Board of Directors approves separation of company
Alcoa Inc. announced 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.
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