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TRANSACT IONS ALCOA INC. BOARD OF DIRECTORS APPROVES SEPARATION OF COMPANY Alcoa Inc. announced that its board of directors 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. 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. changed 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. held a special shareholder meeting on October 5, 2016 to seek approval of this reverse stock split and authorized share count reduction. 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. 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. 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.
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MARK ZWEIG, from page 1
❚ ❚ Responsiveness. Why does it take so long for people to return phone calls and emails? Be the fastest and your clients will remember you and prefer you because of this one differentiator alone. ❚ ❚ Phone answering. Why do so many people rely on auto-attendants and complex menus? Be the firm that has a live person answer your phone – better yet, an intelligent and service-oriented one – and you will no doubt differentiate yourself from your com- petitors. ❚ ❚ Website. Why do so many firms have out-of-date and ugly websites? Be differentiated by having a site that changes daily and provides valuable content to all visitors. Look alive! Look better and more up-to-date than everyone else you compete with. ❚ ❚ People. Why is it OK to have people who are technically competent but have anything but a sparkling personality? Differentiate yourself by having better looking, better com- municating people who are passionate about what they do. Be super selective. Invest in training. I could go on and on. Look for ways to be different – there are a million of them. Otherwise you’ll be lost in the pack. And that’s bad in a mature market!
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MARK ZWEIG is Zweig Group’s founder and CEO. Contact him at mzweig@zweiggroup.com.
© Copyright 2016. Zweig Group. All rights reserved.
THE ZWEIG LETTER November 7, 2016, ISSUE 1175
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