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SeaChange International, Inc. Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7 a 2 B of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8 a of the Securities Act of , as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8 a , may determine.
We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. Under the terms of the Merger Agreement, Triller will be merged with and into SeaChange, and the separate existence of Triller shall cease, with SeaChange continuing as the surviving corporation.
The existing subsidiaries of SeaChange prior to the proposed merger are also anticipated to provide a first lien security interest on their assets securing the Merger Consideration Notes. The Merger Consideration Notes will have limited covenants. The special meeting will be held on [ ], , at [ ] local time, via a virtual meeting. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting [ ]. You will need the meeting control number that is printed on your proxy card to enter the special meeting.
SeaChange recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in person. The obligations of SeaChange and Triller to complete the merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the adoption of the Merger Agreement.
Your vote is very important, regardless of the number of shares of SeaChange common stock you own. Please vote promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote electronically at the special meeting.
A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the merger proposal. Any representation to the contrary is a criminal offense. The holders of the Merger Consideration Notes will have the option to convert into SeaChange Class A common stock if the surviving company exercises its optional redemption right, which it may do at any time, in whole or in part, on the same terms set forth above.
SeaChange will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof. Only holders of record of shares of SeaChange common stock at the close of business on , , the record date for the special meeting, are entitled to notice of, and a vote at, the special meeting and any adjournments or postponements of the special meeting.
It is important for you to note that if the Merger Proposal is not approved by our stockholders, or if each of the Certificate of Incorporation Amendment Proposals, the Incentive Plan Proposal, the Omnibus Incentive Plan Proposal and the Nasdaq Proposal is not approved by our stockholders and we and Triller do not waive the applicable closing condition under the Merger Agreement, then we will not consummate the merger.
A complete list of SeaChange stockholders of record entitled to vote at the special meeting will be available for inspection by SeaChange stockholders i for ten days before the special meeting at the principal executive offices of SeaChange during ordinary business hours for any purpose germane to the special meeting and ii during the special meeting at [ ].
Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting virtually or not, please complete, sign, date and return the enclosed proxy card or cast your vote via the Internet as provided on your proxy card as soon as possible in the envelope provided. Please do not send any share certificates at this time.
If the merger is consummated, we will notify you of any necessary procedures for exchanging SeaChange share certificates. Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors,. Vice President, General Counsel and Secretary. Boston, Massachusetts. Tel: Email: elaine. You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:.
Morrow Sodali LLC. Stamford, Connecticut Tel: Individuals can call toll-free at or banks and brokers can call collect at These questions and answers do not, and are not intended to, address all of the information that may be important to you.
Why am I receiving this document? This is a proxy statement being used by the SeaChange board of directors to solicit proxies of SeaChange stockholders in connection with the merger and the special meeting. When and where is the meeting of the stockholders?
Why is the special meeting being conducted virtually? The special meeting is being conducted entirely online due to the public health impact of the COVID pandemic and to support the health and well-being of our employees and stockholders. In addition, we believe the online meeting format will provide stockholders who would not otherwise be able to attend the special meeting the opportunity to do so.
In addition to online attendance, stockholders will have an opportunity to hear all portions of the official meeting, submit written questions during the meeting, vote online during the open poll portion of the meeting and listen to live responses to stockholder questions immediately following the formal meeting.
What constitutes a quorum for the transaction of business at the special meeting? A majority of the voting power of the issued and outstanding common stock of SeaChange entitled to vote at the special meeting must be present, in person including virtually or represented by proxy, at the special meeting to constitute a quorum.
Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. Your bank, brokerage firm or other nominee will only be permitted to vote your shares of SeaChange common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares.
However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the Merger Proposal, the Certificate of Incorporation Amendment Proposals, the Advisory Proposal, the Incentive Plan Proposal, the Omnibus Incentive Plan Proposal, the Nasdaq Proposal, and the SeaChange Compensation Proposal. As a result, absent specific voting instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares.
What will happen in the proposed merger? Pursuant to the terms of the Merger Agreement, Triller will be merged with and into SeaChange, and the separate existence of Triller shall cease, with SeaChange continuing as the surviving corporation. Additional information on the merger is set forth beginning on page [91]. Why is SeaChange proposing the merger? SeaChange management and the SeaChange board of directors regularly review the performance, strategy, competitive position, opportunities and prospects of SeaChange in light of the then-current business and economic environments, as well as developments in the industries in which we operate and the opportunities and challenges facing participants in those industries.
These reviews have included consideration of and discussions with other companies from time to time regarding potential strategic alternatives, including business combinations and other strategic combinations, as well as the possibility of SeaChange remaining an independent company.
Following a review by the SeaChange board of directors, the SeaChange board of directors determined that the merger is fair to and in the best interests of SeaChange and its stockholders. What will I receive for my shares? Consideration and then participated pro-rata along with the Triller holders in the proposed merger.
What are the material U. You are strongly urged to consult your own tax advisors as to the specific tax consequences to you of the merger. What vote is required to approve the proposals subject to a stockholder vote at the special meeting?
The approval of the Merger Proposal and the Certificate of Incorporation Amendment Proposals require the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on such proposal.
Are the proposals conditioned on one another? It is important for you to note that if the Merger Proposal is not approved by our stockholders, or if any other proposal except the SeaChange Compensation Proposal, the Adjournment Proposal or the Advisory Proposal is not approved by our stockholders and we and Triller do not waive the applicable closing condition under the Merger Agreement, then the merger will not be consummated.
How does the SeaChange board of directors recommend that I vote with respect to the proposals subject to a stockholder vote at the special meeting? On December 21, , the SeaChange board of directors unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the merger, were fair to, and in the best interests of, SeaChange and its stockholders, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the merger, and directed that the Merger Agreement and the transactions contemplated thereby, including the merger, be submitted to the SeaChange stockholders for their approval.
You should note that some SeaChange directors and executive officers, and their affiliates, have interests in the merger that are different from, or in addition to, the interests of other SeaChange stockholders. When do you expect to complete the merger? The merger is expected to close in the [second quarter] of , although we cannot assure completion by any particular date.
Who will serve as the directors and executive officers of TrillerVerz after the consummation of the merger? The Merger Agreement provides that upon consummation of the merger, the board of directors of the TrillerVerz will be composed of seven members, with all members to be designated by Triller. Upon completion of the merger, all executive officers of the surviving company will be appointed by Triller, in each case to serve in such positions until successors are duly elected or appointed.
Darren Traub, general counsel of Triller and Triller, Inc. Following the merger, TrillerVerz will not be required to have a majority of independent directors and may not have a nominating and corporate governance or compensation committee or such committees may not consist entirely of independent directors.
The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, if you elect the Stock Consideration you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. Additionally, TrillerVerz will be a holding company and substantially all of its operations will be conducted through subsidiaries.
Are there risks associated with the merger? Yes, there are important risks associated with the merger. These risks include, among others, risks relating to the uncertainty that the merger will close and uncertainties relating to the performance of TrillerVerz after the merger. What do I need to do now? Alternatively, you may cast your vote via the Internet by following the instructions on your proxy card.
In order to ensure that your vote is recorded, please vote your proxy as instructed on your proxy card, or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee, even if you currently plan to attend the virtual special meeting. Q: What do I need to do to attend the special meeting and how do I vote my shares electronically? You may attend the special meeting, vote your shares and submit questions electronically during the meeting via live webcast by logging in at: [ host domain ].
You will need the control number that is printed on your proxy card to join the virtual special meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts.
What should I do if I receive more than one set of voting materials? For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please follow the instructions and vote in accordance with each proxy card and voting instruction card you receive. Should I send in my share certificates now?
We will send the holders and, if the merger is completed, former holders of SeaChange common stock written instructions for delivery of their share certificates representing shares of SeaChange common stock.
TrillerVerz shares will be in uncertificated, book-entry form unless a physical certificate is requested by the holder.
What if I do not vote on the matters relating to the merger? Because the approval of the Merger Proposal requires the affirmative vote of a majority of the shares of SeaChange common stock outstanding and entitled to vote as of the record date, if you abstain or fail to vote your shares in favor of this matter, this will have the same effect as voting your shares against the approval of the Merger Proposal. If you fail to respond with a vote or fail to instruct your broker or other nominee how to vote on the approval of the Merger Proposal, it will have the same effect as a vote against the merger.
If you respond but do not indicate how you want to vote on the approval of the Merger Proposal, your proxy will be counted as a vote in favor of the approval of the Merger Proposal. What will happen if I return my proxy card without indicating how to vote? If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the SeaChange board of directors with respect to that proposal.
What if I want to change my vote? If you are a stockholder of record of SeaChange, you may send a later-dated, signed proxy card so that it is received prior to the special meeting, or you may attend the special meeting and vote your shares electronically.
You may also change your vote via the Internet. You may change your vote by using any one of these methods regardless of the procedure used to cast your previous vote. Q: Do I have appraisal rights? Holders of SeaChange common stock and Triller units are not entitled to appraisal rights in connection with the merger.
Who will solicit and pay the cost of soliciting proxies? The board of directors of SeaChange is soliciting proxies to be voted at the special meeting. We will pay the cost of soliciting proxies for the special meeting.
We will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners.
Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. How do I make an election as to the form of merger consideration I wish to receive in the merger? Triller and SeaChange will issue a joint press release announcing the anticipated date of the election deadline at least five business days prior to the election deadline. SeaChange stockholders are urged to promptly submit their properly completed and signed forms of election, together with the necessary transmittal materials, and not wait until the election deadline.
If you do not submit an election form prior to the election deadline, you will be deemed to have indicated that you are making an election to receive Stock Consideration. If the merger is completed, the exchange agent will send any SeaChange stockholder who does not make a valid election a new letter of transmittal that such stockholder can use to surrender its SeaChange common shares in exchange for the Stock Consideration.
Should SeaChange stockholders send in their stock certificates with the enclosed proxy? SeaChange stockholders should not send in any stock certificates with the enclosed proxy. I own shares of SeaChange common stock. In addition, once the election deadline has passed, no shares of SeaChange common stock may be sold.
While the parties have agreed to establish an election deadline that is a relatively short time before the anticipated completion date of the merger, there can be no assurance that unforeseen circumstances will not cause the completion of the merger to be delayed after the deadline has been established.
Q: Who can help answer my questions? You may also contact our proxy solicitor at:. To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting. Los Angeles, California Since launching in , Triller has grown from a single mobile app to a portfolio of AI-powered services for creators and brands, spanning content creation, measurement, conversation and engagement, and monetization.
Triller is an integrated digital technology, media and entertainment company broadly engaged in the development, production, promotion, marketing and monetization of content through its mobile app, streaming platform, and virtual and live events.
Triller also produces music, sports, lifestyle, fashion and entertainment content and live events that elevates culture and provides a turnkey platform for partners and customers to do the same.
Boston, Massachusetts SeaChange provides first-class video streaming, linear TV, and video advertising technology for operators, content owners, and broadcasters globally. SeaChange helps protect existing and develop new and incremental advertising revenues for traditional linear TV and streaming services with its unique advertising technology.
SeaChange enjoys a rich heritage of nearly three decades of delivering premium video software solutions to its global customer base. The Merger see page [91]. Reasons for the Merger see page []. Each of SeaChange and Triller considered various reasons for seeking the merger. For example, SeaChange considered, among other things:. The SeaChange board also considered the following potential risks and negative factors relating to the merger:.
SeaChange will lose the autonomy and local strategic decision-making capabilities associated with being an independent entity;.
Material U. Federal Income Tax Considerations see page []. Overview of the Merger Agreement. Merger Consideration see page []. If an election is not made or is not properly made with respect to any shares of SeaChange common stock, then such shares of SeaChange common stock shall be deemed to have elected to receive the Stock Consideration. Treatment of Triller Service Provider Units see page []. Treatment of Triller Options and Warrants see page []. Treatment of Triller Convertible Notes see page [].
Election Procedures see page []. You will be able to specify on the election form:. If you do not submit an election form prior to the election deadline, you will be deemed to have indicated that you are making an election to receive the Stock Consideration.
Conditions to the Completion of the Merger see page []. No Shop see page []. Each of SeaChange and Triller agreed that during the period commencing on the execution date of the Merger Agreement and ending on the earlier of the consummation of the merger or the termination of the Merger Agreement, except.
Termination see page []. Either SeaChange or Triller may terminate the Merger Agreement under certain circumstances, which would prevent the merger from being consummated. Termination Fee and Expenses see page []. Buyer Senior Notes see page []. The notes will bear interest at an annual rate of 5.
In addition, upon the occurrence of certain events, the notes will convert, or may be converted, into shares of Class A common stock of TrillerVerz at a specified conversion rate, subject to adjustment for certain events.
Nasdaq Listing see page []. Management Following the Merger see page []. From and after the effective time, the board of directors of the combined company will be composed of seven members, with all members to be designated by Triller. At the effective time, SeaChange executive officers, Messrs. In addition, the executive officers and the non-employee directors of SeaChange will also receive accelerated vesting of their current outstanding equity awards at the effective time.
Directors will receive cash compensation and equity award grants for their services to the surviving company. Executive officers will continue to receive cash compensation in accordance with their current compensation packages and will be eligible to receive equity awards.
Support Agreement see page []. Pursuant to the Support Agreement, the Company Stockholder agreed to i vote all of its SeaChange common shares in favor of the approval of the Buyer Stockholder Matters as defined in the Merger Agreement and adoption of the Merger Agreement and against, among other things, any acquisition proposal or acquisition transaction and ii not to exercise or assert any appraisal rights under Section of the DGCL in connection with the merger.
On January 31, , the Support Agreement terminated. Rights Agreement Amendment see page []. The Rights Agreement Amendment, among other things, permits the execution of the Merger Agreement and exempts the performance and consummation of the transactions contemplated by the Merger Agreement, including the merger, and the Support Agreement, without triggering the provisions of the Rights Agreement.
Immediately prior to the effective time, all outstanding rights under the Rights Agreement will expire and cease to be exercisable. Our financial advisor, Scura Partners, delivered a written opinion, dated January 28, , to our board of directors to the effect that, as of the date of the opinion and based upon and subject to the assumptions, conditions and limitations set forth in the opinion, i the Merger Consideration as a whole was fair from a financial view to the holders of SeaChange common stock, and ii the Stock Consideration was fair from a financial view to the holders of SeaChange common stock.
We urge you to read the opinion carefully in its entirety. Risk Factors see page [25]. Both Triller and SeaChange are subject to various risks associated with their businesses and their industries. These risks include, but are not limited to:. Risks Related to the Merger. Triller unitholders and SeaChange stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger. The historical audited and unaudited pro forma condensed combined financial information may not be representative of results after the merger.
Risks Related to SeaChange. If SeaChange fails to respond to rapidly changing technologies related to multiscreen video, its business, financial condition and results of operations would be materially adversely affected. Risks Related to the Notes. TrillerVerz and its subsidiaries may still be able to incur substantially more indebtedness, which could further exacerbate the risks associated with its leverage and the ownership of the notes.
The indenture that will govern the notes offered hereby will impose significant operating and financial restrictions on us and our restricted subsidiaries, which may prevent us from capitalizing on business opportunities. The collateral may not be sufficient to secure the obligations under the notes. We may be unable to repay or repurchase the notes at maturity. The limited and automatic conversion features of the notes could result in holders of notes receiving less than the value of Class A common stock into which the notes would otherwise be convertible.
Risks Related to Triller. Triller must increase the scale and efficiency of its technology infrastructure to support its growth. Triller may not be successful in its efforts to further monetize its streaming platform, which may harm its business.
A security incident may allow unauthorized access to its systems, networks or the data of users on the Triller app, harm its reputation, create additional liability and harm its financial results. Defects in, or the loss of access to, software or services from third parties could increase its costs and adversely affect the quality of Triller. Triller may pay upfront expenses when planning live events and if these arrangements do not perform as it expects, its business, results of operations and financial condition may be harmed.
Triller has a limited operating history, which makes it difficult to forecast its revenue and evaluate its business and future prospects. Triller has incurred losses each year since its inception, Triller expects its operating expenses to increase, and it may not become profitable in the future.
Triller depends on the continued service of the members of its executive management and other key employees, the loss or diminished performance of whom could adversely affect its business.
Governmental and Regulatory Approvals see page []. In addition, the completion of the merger is subject to antitrust review in the United States. Anticipated Accounting Treatment see page []. The total purchase price to acquire SeaChange will be allocated to the fair value of the assets acquired and assumed liabilities of SeaChange.
Any excess amounts after allocating the consideration to identifiable tangible and intangible assets acquired and liabilities assumed will be recorded as goodwill. Appraisal Rights. Comparison of Stockholder Rights see page []. The rights of stockholders of SeaChange are currently, and will continue to be, governed by the DGCL, the certificate of incorporation and the bylaws of SeaChange effective at the closing of the merger.
You should not place undue reliance on these statements. These forward-looking statements include, without limitation, statements that reflect our current beliefs, expectations, assumptions, estimates and projections about Triller, SeaChange, the merger and our industry. We disclaim any undertaking to publicly update or revise any forward-looking statements to reflect any change in our expectations with regard thereto or any changes in events, conditions or circumstances on which such statements are based.
We believe that these factors include those related to:. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than is described. Except as may be required by law, neither SeaChange nor Triller undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The alleged omissions generally relate to i certain financial projections, ii certain valuation analyses performed by Scura Partners, and iii potential conflicts of interest. Nothing in the supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.
To the contrary, SeaChange specifically denies all allegations in the demands that any additional disclosure is or was required. SeaChange believes that the allegations in the demands are without merit. The governmental agencies from which SeaChange and Triller are seeking certain approvals related to these closing conditions have broad discretion in administering the applicable governing regulations. SeaChange and Triller can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied or waived, if applicable , and, if all required consents and approvals are obtained and all closing conditions are satisfied or waived, if applicable , and they can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the merger.
Any delay in completing the merger could cause SeaChange and Triller not to realize some or all of the benefits that they expect to achieve if the merger is successfully completed within the expected timeframe. The merger is subject to the satisfaction of various closing conditions, and neither Triller nor SeaChange can guarantee that the merger will be successfully consummated.
In the event that the merger is not consummated for any reason, Triller and SeaChange will be subject to many risks, including the costs related to the merger, such as legal, accounting and advisory fees, which must be paid even if the merger is not consummated, and, potentially, the payment of a termination fee under certain circumstances.
Triller and SeaChange also could be subject to litigation related to any failure to consummate the merger or related to any enforcement proceeding commenced against Triller or SeaChange to perform their respective obligations under the Merger Agreement. Finally, if the Merger Agreement is terminated, Triller or SeaChange may be unable to find another party willing to engage in a similar transaction on terms as favorable as those set forth in the Merger Agreement, or at all.
Further, because the stockholders of SeaChange will not be able to change their election after the election deadline, they may receive per share merger consideration that is worth less than the other per share merger consideration they could have elected, even if the per share merger consideration they elected to receive is worth more at the election deadline than the per share merger consideration they actually receive.
Current SeaChange stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management. SeaChange stockholders currently have the right to vote for their respective directors and on other matters affecting SeaChange. As a result of these reduced ownership percentages, former SeaChange stockholders will have less influence on the management and policies of the combined company than they now have with respect to SeaChange.
SeaChange and Triller could acquire additional products, technologies or businesses, or enter into joint venture arrangements, to complement or expand each of its business, or engage in divestitures. As part of its strategy for growth, each SeaChange and Triller may continue to explore acquisitions, divestitures, or strategic collaborations, which may not be completed or may not be ultimately beneficial to it.
Acquisitions or divestitures may pose risks to its operations, including:. Additionally, in connection with any acquisitions or investments SeaChange could:.
Future acquisitions may be difficult to integrate, disrupt its business, dilute stockholder or unitholder value or divert management attention. The termination fee and restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Triller or SeaChange. Until the effective time of the merger, with certain exceptions, the Merger Agreement prohibits Triller and SeaChange from entering into or soliciting any acquisition proposal or offer for a merger or other business combination with any other party.
These provisions could discourage other companies from trying to acquire Triller or SeaChange unless those other companies are willing to offer significantly greater value. Triller or SeaChange has no corresponding right to terminate the merger agreement with respect to a superior acquisition proposal for Triller or SeaChange.
Certain officers and directors of Triller and SeaChange participate in arrangements that provide them with interests in the merger that are different from those of other shareholders, including in some cases, their continued service as a director of the combined company, severance benefits under the terms of their existing employment agreements, acceleration of vesting or preferential treatment with respect to equity awards held by executive officers and continued indemnification of directors and officers.
These interests, among others, may influence the officers and directors of Triller and SeaChange to support or approve the merger and the issuance of shares of SeaChange common stock in the merger. If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the merger, Triller unitholders and SeaChange stockholders will have experienced substantial dilution of their.
Significant management attention and resources will be required to integrate the two companies. Even if the combined company were able to integrate the business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, innovation and operational efficiencies that may be possible from this integration and that these benefits will be achieved within a reasonable period of time.
It is also exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section b of the Sarbanes-Oxley Act. The combined company cannot predict if investors will find it common stock less attractive because it may rely on these exemptions. If some investors find its common stock less attractive as a result, there may be a less active trading market for its common stock and its stock prices may be more volatile. If Triller fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
The Sarbanes-Oxley Act requires, among other things, that Triller maintain effective disclosure controls and procedures and internal control over financial reporting. Triller is continuing to develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed by it in the reports that Triller will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to its principal executive and financial officers.
Triller is also continuing to improve its internal control over financial reporting. For example, as Triller has prepared to become a public company, it has worked to improve the controls around its key accounting processes and its quarterly close process, Triller has implemented a number of new systems to supplement its systems as part of its control environment, and Triller has hired additional accounting and finance personnel to help it implement these processes and controls.
In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Triller has expended, and anticipate that it will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, Triller may experience material weaknesses in its controls. Any failure to accurately report and present its non-GAAP financial measures and key metrics could cause investors to lose confidence in its reported financial and other information, which would likely have a negative effect on the trading price of its common stock.
Its current controls and any new controls that Triller develops may become inadequate because of changes in conditions in its business. Further, weaknesses in its disclosure controls and internal control over financial reporting may be discovered in the future.
Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm its results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of its consolidated financial statements for prior periods.
Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of its internal control over financial reporting that Triller will eventually be required to include in its periodic reports that will be filed with the SEC.
Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in its reported financial and other information, which would likely have a negative effect on the trading price of its common stock.
In addition, if it is unable to continue to meet these requirements, Triller may not be able to remain listed on the Nasdaq. Triller is not currently required to comply with the SEC rules that implement Section of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose.
As a public company, Triller will be required to provide an annual management report on the effectiveness of its internal control over financial reporting commencing with its second annual report on Form K. Its independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed or operating.
Any failure to maintain effective disclosure controls and internal control over financial reporting could harm its business, results of operations, and financial condition and could cause a decline in the price of its common stock.
Two shareholders will have majority control over all stockholder decisions because they will control a substantial majority of its voting stock. The Class A common stock issued in the merger will have one vote per share, and shares of Class B common stock will lose voting rights when such shares convert into Class A common stock as such shares are sold. As a result, these two directors, and potentially either one of them alone, will have the ability to control the outcome of all matters submitted to its stockholders for approval, including the election, removal, and replacement of directors and any merger, consolidation, or sale of all or substantially all of its assets.
This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of its assets that its other stockholders support.
If either directorship with it is terminated, they will continue to have the ability to exercise the same significant voting power and potentially control the outcome of all matters submitted to its stockholders for approval. As stockholders, even if they are controlling stockholders, they are entitled to vote their shares, and. Upon the completion of the merger, two of its directors, directly or through entities they control, will own or have voting control over a majority of the outstanding shares of its common stock.
Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
If completed, the merger may not achieve its intended results, and Triller and SeaChange may be unable to successfully integrate their operations. Triller and SeaChange entered into the Merger Agreement with the expectation that the merger will result in various benefits.
Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including whether the businesses of Triller and SeaChange can be integrated in an efficient and effective manner. The companies may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.
One of the purposes of the proposed Reverse Stock Split is to increase the per-share market price of SeaChange common stock in order to comply with the continued listing requirements of Nasdaq. It cannot be assured,.
Thus, while the stock price of the combined company might meet the continued listing requirements of Nasdaq, it cannot be assured that it will continue to do so. A reduction in spending by customers would adversely affect its business, financial condition and operating results. Spending for these systems and services is cyclical and can be curtailed or deferred on short notice. SeaChange continues to have limited visibility into the capital spending plans of its current and prospective customers.
As a result, it is difficult to forecast revenue and operating results. SeaChange has devoted, and will continue to devote, considerable resources, including the allocation of capital expenditures to growing its SaaS service offering revenue over the next several years. There can be no assurance that SeaChange will meet its revenue targets for this service and if SeaChange fails to achieve its revenue goals, its growth and operating results will be materially adversely affected.
SeaChange may be unsuccessful in its efforts to become a company that primarily provides software solutions. If SeaChange is unable to successfully compete in its marketplace, its financial condition and operating results may be adversely affected. SeaChange currently competes against companies offering video software solutions and has increasingly seen competition from integrated end-to-end solutions and a large number of OTT players.
Due to the rapidly evolving markets in which SeaChange competes, new competitors with greater market presence and financial resources than it has may further intensify competition. They may be in better position to withstand any significant reduction in capital spending by customers in its markets and may not be as susceptible to downturns in a particular market.
Although SeaChange believes that it has certain technological and other advantages over its competitors, realizing and maintaining these advantages will require a continued high level of investment by SeaChange in research and product development, marketing and customer service and support.
In the future, SeaChange may not have sufficient resources to continue to make these investments or to make the technological advances necessary to compete successfully with its existing competitors or with new competitors. If SeaChange is unable to compete effectively, its business, prospects, financial condition and operating results would be materially adversely affected. If SeaChange fails to respond to rapidly changing technologies related to multiscreen video, its business, financial condition and results of operations would be materially adversely affected because the competitive advantage of its products and services relative to those of its competitors would decrease.
In the future, SeaChange may not be successful in enhancing its video products or developing and marketing new products which satisfy customer needs or achieve market acceptance. In addition, there may be services, products or technologies developed by others that render its products or technologies uncompetitive, unmarketable or obsolete, or announcements of currently planned or other new product offerings either by SeaChange or its competitors that cause customers to defer or fail to purchase its existing solutions.
SeaChange has taken and continues to take measures to address the variability in the market for its products and services, which could have long-term negative effects on its business or impact its ability to adequately address a rapid increase in customer demand.
SeaChange has taken and continues to take measures to address the variability in the market for its products and services, including due to the impact of worldwide economic cycles, to increase average revenue per unit of its sales and to reduce its operating expenses, rationalize capital expenditure and minimize customer turnover.
SeaChange cannot ensure that the measures it has taken will not impair its ability to effectively develop and market products and services, to remain competitive in the industries in which it competes, to operate effectively, to operate profitably during slowdowns or to effectively meet a rapid increase in customer demand. Historically, a significant portion of our revenue in any given fiscal period has been derived from substantial orders placed by these large organizations. SeaChange believes that a significant amount of its revenue will continue to be derived from a limited number of large customers in the future.
Even if subscriptions are renewed, they may not be renewed on the same or on more profitable terms. As a result, its ability to retain its existing customers and grow depends, in part, on subscription renewals. Framework subscription model was introduced in fiscal and, as such, it does not have historical renewal data to rely on to help it predict its future renewal rates, and SeaChange will not have relevant renewal data for a number of years.
The learnings from this tragic event will be acted upon to prevent such. The milestone for was not achieved. Sustainable sourcing. Guangxi, China. Stora Enso leases 77, hectares of land in Guangxi province China, of which 53, hectares is leased from state-owned forest farms. Parts of the land leased by Stora Enso have been occupied for up to ten years for the purpose of growing crops and trees on a small.
In some cases, the occupiers are claiming rights to the land based on historical land ownership documents that have been. Recovery of occupied land continued in , with 6, hectares. Bahia, Brazil. In Bahia, Brazil, work continued on a Sustainable Settlement Initiative launched in to provide farming land and educational support.
In , Veracel signed a new agreement with the social landless. At the end of , hectares or 0. At the end of , the total land area owned by Veracel was , hectares, of which 82, hectares are used for growing. Approximately half of Veracel's lands are dedicated to protecting local biodiversity by restoring and. Respect for human rights. Key policy: Human Rights policy. Human rights are embedded in the day-to-day business activities.
While Stora Enso considers all human rights to be important, and. In Stora Enso identified 24 human rights-related development actions in Group function processes.
Twenty-two of the actions were. In preparation for the upcoming EU directive on mandatory. Anti-corruption and bribery matters. A total of 86 in potential non-compliance cases were reported in In recent years there has been a steady increase in the.
A total of 98 84 3 investigations of potential non-compliance were completed, which also included open cases from previous. Remediation plans have been or. EU Taxonomy. The European Commission presented a new growth strategy in , the European Green Deal with the aim to reduce net greenhouse. The aim is to scale up sustainable investments and redirect capital flows. Stora Enso supports the ambitious goals set by the EU Taxonomy.
The current legislation focuses on economic activities with a. When it comes to the forest-based value chain, the current scope of. The EU Taxonomy is still developing, and it is important to note that the current legislation does not cover all sustainable activities on.
In driving the transition to zero carbon emissions, the emphasis is on the most carbon intensive industries, as well as on. As a forest company, Stora Enso is, not at the core of the current legislation and therefore only has few. Since the forest industry and its main products are largely out of the scope of the EU.
Taxonomy, the Taxonomy eligible KPI figures are low. Greenhouse Gas GHG emissions and the climate impacts beyond legislative requirements of the climate taxonomy and the EU. Taxonomy in general. As the legislation is still developing and is expected to expand into other areas relevant to our products and. The reporting preparation was overseen by a.
Accounting principles. One of the main goals of EU Taxonomy is to prevent 'green washing'. Stora Enso respects this and has taken a conservative. Although the figures are reported based on eligibility, the alignment criteria are already considered in cases where the assessment.
EU Taxonomy requires companies to comment on how double counting has been avoided in the taxonomy-eligible economic activities. Stora Enso has made allocations based on cost. Turnover includes the external sales of taxonomy eligible activities. Nordic forest nurseries, external sales of bio-based electricity and heat, turnover from certain wooden elements and components for.
Capital expenditure. Eligible capital expenditure relates to turnover generating and taxonomy eligible assets and economic activities, or projects where. Taxonomy eligible capital expenditure allocations numerator are determined based on the external turnover generation. The energy. All investments related to. See the Investments and capital. Operating expenditure. Eligible operating expenditure relates to turnover generating and taxonomy eligible assets and economic activities, and includes all direct.
The salary costs of employees who perform repairs,. Taxonomy eligible operating. The energy related operating expenditure. Taxonomy eligible activities. Forest management. External turnover, capital expenditure and.
Conservation forestry. Manufacture of batteries. External turnover expected within the next few years. Manufacture of energy efficiency equipment for buildings. External turnover expected within the.
Construction, extension, and operation of wastewater collection and treatment. Proportion of taxonomy eligible activities. Taxonomy eligible. Taxonomy non-eligible. Turnover 1. Environmental investments and liabilities. These investments were mainly to improve the quality. These costs. Provisions for environmental remediation amounted to EUR 75 91 million at 31 December , details of which are in Note 22 ,. Other Provisions, of the consolidated financial statements. There are currently no active or pending legal claims concerning.
Payments related to environmental. Our approach to risk management. Risk is an integral element of business and corporate governance, and it is characterised by both threats and opportunities, which may. Stora Enso is committed to ensuring that systematic, holistic and proactive management of risks and.
Through consistent application of dynamic risk analysis and scenario planning, we enhance opportunities and. Risk governance. Stora Enso defines risk as the effect of uncertainty on our ability to meet organisational values, objectives and goals. The Group Risk and. Internal Control Policy, which is approved by the Board of Directors, sets out the overall approach to governance and the management of.
Board retains the ultimate responsibility for the overall risk management process and for determining predominantly through Group. The Board has established a Financial and Audit Committee to provide support to the Board in monitoring the adequacy of the risk. This oversight scope.
Each division and Group. The Internal Audit unit evaluates the effectiveness and efficiency of the Stora Enso risk.
Risk management process. Risk management is embedded in all decision-making processes, with holistic risk assessments conducted also as part of all significant. In connection with the annual strategy process, business divisions and group service and support functions. Specific guidance regarding the risk management process is.
Business entities and functions identify the sources of risk events including changes in circumstances and their causes and potential. Risk analysis involves developing an understanding of the risk to provide an input for risk evaluation. The purpose of risk evaluation is. Risks are assessed in. The effectiveness of existing risk reduction is. Pre-defined impact scales consider financial, safety and reputational impacts, on both a. Risk treatment involves selecting one or more risk management option, such as avoidance, reduction, sharing or retention.
Following the annual baseline assessment, prioritised and emerging risks, as well as the corresponding risk mitigation and business. Despite the measures taken to manage risks and mitigate the impact of risks, and while some of the risks remain beyond the direct.
Main risks. Macroeconomy, geopolitics, and currency rates. Stora Enso operates in more than 30 countries and changes in global economic conditions, such as sharp market corrections and foreign.
In , the. However, the risk of setbacks or delays remain, due to new virus variants and possible vaccine hesitancy. Stora Enso is exposed to several financial market risks that the Group is responsible for managing under policies approved by the.
Board of Directors. The objective is to achieve cost-effective funding in Group companies and manage financial risks by using financial. The main exposures for the Group, besides currency risk, are interest rate risk, funding risk,.
Financial risks are discussed in detail in Note 24 , Financial risk management. Mitigation measures and opportunities. Stora Enso has a diversified portfolio of businesses which mitigates exposure to any one country or product segment. The external. The compliance to the Board-approved risk appetite is closely monitored and cash flow.
Currency translation risk is reduced by funding assets, whenever economically possible, in the same currency as the. The divisions regularly monitor their order flows and other leading indicators, where available, so that they may respond quickly to. In the event of a significant deterioration in general economic condition and in main leading.
Competition and market demand. The packaging, pulp, paper and wood products industries are mature, capital intensive and highly competitive. Customer demand is influenced by the general economic conditions and inventory levels and affects product price levels. Product prices,.
Changes in prices differ. The ability to respond to changes in product demand and consumer preferences and to develop new products on a competitive and. The risks related to factors such as. Stora Enso, as one of the biggest private forest owners in the world, also benefits from a strategic renewable resource base. Group's expertise in wood and wood based renewable materials is focused on responding to changing customer and consumer.
Products based on renewable materials with a low carbon footprint help customers and society at. Securing access to. Reliance on outside suppliers for. There is also an increased risk of disturbances in the.
Composition of costs in Operative costs. Logistics and commissions. Manufacturing costs. Chemicals and fillers. Total costs and sales. Total operative costs and sales in EUR million. Equity accounted investments EAI , operational. In many areas Stora Enso is dependent on suppliers and their ability to deliver a product or a service at the right time and of the right. The most important products are fiber, chemicals and energy, and machinery and equipment in capital investment projects.
Increased demand for carbon neutral primary and secondary biomass fuels may increase energy costs. The most important services are. For some of these inputs, the limited number of suppliers is a risk. Input cost volatility is closely monitored at the business unit, divisional and group level and a consistent long-term energy risk. The price and supply risks are mitigated through increased own generation, shareholding in competitive power. Stora Enso hedges price risks in raw material and end-.
A wide range of suppliers are used and monitored to avoid. The sustainability requirements for suppliers and audit schemes cover raw materials, and other goods and services procured. Suppliers are assessed for risks related to their environmental, social and business practices through self-assessment questionnaires. Findings from such assessments are continuously followed up and progressive blacklisting procedures are applied,.
Stora Enso also has an opportunity to add value and bring innovation to its business globally by building strong and measurable. Regulatory changes. Stora Enso's businesses may be affected by political or regulatory developments in any of the countries and jurisdictions where it. Potential impacts include higher. The EU Green Deal and its climate targets for and have resulted in a proliferation of future legislation which have been.
The policy initiatives from the European Commission will. Good management of financial and sustainability related risks and.
Political decisions driven by increasingly polarised public debate on forest resources, could limit the availability of wood, increase. Stora Enso has been granted various investment subsidies and has given certain investment commitments in different countries e.
Finland, China and Sweden. If committed planning conditions are not met, local officials may pursue administrative measures to reclaim. Active monitoring of regulatory and political developments in the countries where Stora Enso operates as well as participation in policy.
Regulatory changes can also bring significant opportunities by driving market growth for sustainable products and create. Climate change - physical impacts. Long-term 25—30 years changes in precipitation patterns, periods of drought, frequent extreme weather events and higher average. Milder winters could also have an impact on the harvesting and transport of. More frequent extreme weather events also increase the risk of disruptions in the production,.
Physical risks are to a great extent subject to risk transfer and thereby within the cover of Stora Enso's property and business interruption. With regards to forest and plantation assets, Stora Enso benefits from strategic resilience through geographical. Stora Enso maintains a diversity of forest types and structures and enforces. Wood harvesting in soft soils involves the implementation of best practices guidelines. Nordic forests in Finland and Sweden could also benefit from increased heat summation and longer growing seasons, leading to.
People and capabilities. Competition for personnel is intense and Stora Enso may, in the long term, not be successful in attracting or retaining qualified personnel. The loss of key employees, the inability to attract new or adequately trained employees, or a delay in hiring key personnel could seriously. Labour market disruptions and strikes, especially in. Stora Enso manages the risks and loss of key talents through a combination of different actions. Some of the activities aim towards.
Finally, the Group actively focuses on talent and management assessments,. The majority of employees are represented by labour unions under several collective. Stora Enso recognises the opportunity of skilled and dedicated employees being essential for success. Engaged high performing. Personal safety — employees and wider workforce. Impacts in addition to physical injury, health effects and environmental damage.
Government authorities could additionally enforce the closure of our operations on a temporary basis. Personnel safety and security can never be compromised and, thus, Stora Enso must be aware of potential safety risks and provide. Focusing on the security of key personnel is also important from a business continuity perspective. Encouraging a company-wide safety culture means that everyone is.
The approach to safety. Everyone is encouraged to give feedback and provide ideas on how to further. Additionally, safety is promoted among contractors and suppliers through a dedicated e-learning.
The Group also. Leading health and safety performance can potentially strengthen the brand as an employer, as well as improved engagement,.
Physical assets. The installed capacity of Stora Enso's production facilities have an inherent risk of potential for failure or off-specification operations,. It may also impact. In some instances, the risks are the result of inherent design.
The most significant asset risks lie predominantly in integrated pulp. Protecting production assets and business results is a high priority for Stora Enso. This is achieved through structured methods of. Divisional risk specialists manage this process. Each year a number of technical risk inspections are carried out. Risk improvement programmes and cost-benefit analyses of proposed investments are managed via internal. Internal and external property loss prevention guidelines, fire loss control assessments, key.
Planned stoppages for maintenance and other. Preventive maintenance programmes and spare part criticality analyses are utilized. Product safety and compliance. Some of our products are used for package liquids and food consumer products, so any defects could affect health or packaging.
Wood products are incorporated into buildings, and this may involve product liability. Failure to ensure product safety could result in product recalls. The mills producing food and drink contact products have established certified hygiene management systems based on risk and hazard.
Furthermore, contractual liability limitation and insurance protection are used to limit the risk exposure to Stora Enso. The Group recognises the opportunity of differentiation and value creation through superior product quality and the highest level of. Information technology, security, and digitalisation.
Stora Enso is dependent on IT systems for both internal and external communications and for the day-to-day management of its. Information systems, personnel and facilities are subject to cyber security risk, such as ransomware. In addition, accidental. The management of risks is actively pursued in the Information Risk Management System and best practice change management and.
We actively work to prevent cybercrime. A number of security controls have been implemented to. Opportunities may arise from efficient operations, performance optimisation, innovative product offerings, and new customer services.
Strategic investments. To succeed with the implementation of its strategy, Stora Enso has to understand the needs of its customers and find the best way to. Failure to complete strategic projects in accordance with. Risks are mitigated through profound and detailed pre-feasibility and feasibility studies which are prepared for each large investment. Investment guidelines stipulate the process, governance, risk assessment, management and monitoring procedures for strategic.
The guidelines also require that the calculation of potential cost and income for CO 2. Post completion audits are carried out for all significant investments. Mergers, acquisitions, and divestments. Failure to realise the expected benefits from an acquisition of a company or asset can have serious financial impacts on Stora Enso.
Group can also find itself liable for past acts or omissions of the acquired business, without any adequate right of redress. Failure to. Divestments or business restructuring may involve additional costs due to historical and unaccounted liabilities as well. A strong. Ethics and compliance.
Stora Enso operates in a highly regulated business area and is, thereby, exposed to risks related to breach of applicable laws and. Breaches may lead to high compliance and remediation costs including prosecution costs, fines,. Environmental risks are minimised through environmental management systems and environmental due diligence for acquisitions and.
Special remediation. Focus on ethics in a wider sense, not mere compliance with laws and regulations, promotes a value-driven and more successful. In the online index table, we list our disclosures with. Scenario analysis in The TCFD recommendations encourage companies to use a scenario analysis to help ensure that their strategies are resilient to climate.
Leading practice shows that this is best approached by breaking down the full scope of. In , Stora Enso developed a scenario analysis with the qualitative assessment of the physical climate impacts on the Nordic.
Climate Change RCP 8. The climate. In , the work with physical climate impacts continued by a deeper analysis of. Results show that sustainable forest. During , Stora Enso assessed a business impact scenario for according to the global transition required to limit the global. The assessment was done based on the TCFD. Group's strategy is to provide sustainable, renewable alternatives to fossil-based solutions, presenting attractive growth opportunities.
The Group's innovation, product development and investments in energy and raw material efficiency also help customers. The scenario work also showed that potential new regulations and market mechanisms motivated by the ambitions to limit climate. Sustainable product initiatives and. During , Stora Enso plans to further integrate TCFD recommendations into the strategy and enterprise risk management. Corporate governance in Stora Enso. Code is available at cgfinland. The deviations are due to differences.
Contingent liabilities. Stora Enso has undertaken significant restructuring actions in recent years which have included the divestment of companies, sale of. These transactions include a risk of possible environmental or other obligations the existence of which would be. Stora Enso is party to legal proceedings that arise in the ordinary course of business and which primarily involve claims arising out of. The management does not consider that liabilities related to such proceedings before insurance recoveries, if any, are.
European Commission inspection. Stora Enso was included. Stora Enso is cooperating fully with the authorities. As stated by the Commission, the fact that they carry out such inspections does. Stora Enso is under strict confidentiality rules regarding the details of the ongoing European Commission investigation and cannot.
Legal proceedings in South America. On 11 July , Stora Enso announced that a federal judge in Brazil had issued a decision claiming that the permits issued by the State. The judge also ordered Veracel to take. Veracel disputes the decision and has filed an appeal against it. Veracel operates in full compliance with all. Brazilian laws and has obtained all the necessary environmental and operating licences for its industrial and forestry activities from the. In November , a Federal Court suspended the effects of the decision.
No provisions have been recorded in. He joins Stora Enso from. He started in February He succeeds Ulrika Lilja,. The previous EVP Biomaterial. The A and R shares entitle holders to the same dividend but different voting. However, each shareholder has at least one vote. During , a total of 10, A shares converted into R shares were recorded in the Finnish Trade Register. On 31 December ,. Stora Enso had ,, A shares and ,, R shares in issue.
The company did not hold its own shares. The total number of. Stora Enso shares in issue was ,, and the total number votes at least ,, Board of Directors is authorised to decide on the repurchase and on the issuance of Stora Enso R shares.
The amount of shares to be. Major shareholders as of 31 December By voting power. A shares. R shares. Nominee-registered shares 3. The list has been compiled by the Company on the basis of shareholder information obtained from Euroclear Finland, Euroclear Sweden and a database managed by Citibank, N.
This information includes only directly registered holdings, thus certain holdings which may be substantial of shares held in nominee or brokerage accounts cannot be. The list is therefore incomplete. Share distribution as at 31 December By size of holding, A share. By size of holding, R share. According to Euroclear Finland. This list includes only directly registered shares in Euroclear Finland.
Stora Enso's Swedish shareholders are listed under their nominee bank in this list. Ownership distribution as at 31 December Solidium Oy 1.
FAM AB 2. Finnish institutions excl. Solidium and KELA. Swedish institutions excl. Finnish private shareholders. Swedish private shareholders. ADR holders. Global megatrends such as an increased eco awareness, an accelerated focus on combatting climate change, and digitalisation underpin. The general macroeconomic environment and the pandemic are persisting uncertainties.
However, the market demand for Stora. Measures such as pricing, flexibility in sourcing and. Short-term risks and uncertainties. Global vaccine inequality and new lockdowns and restrictions in many countries to contain the spread of new virus.
While growing geopolitical tensions and divergence may slow economic growth and dampen consumer sentiments, the boundaries of. Commodity, energy, and logistics prices and availability of transportation are likely to remain volatile going forward as a result of. This could have a material impact on Stora Enso, since the Group's operational and financial. Moreover, sharp market corrections, increasing volatility in foreign exchange rates and deteriorating economic conditions in the main.
Many of these risks are increasing as inflation has. Sensitivity analysis. A decrease of energy, wood, pulp or chemical and filler prices would have the opposite impact. Weakening of the currencies would have the opposite impact. These numbers are before the effect of hedges and assuming no changes occur other than a single currency exchange rate movement. The Group's consolidated income statement on operational EBIT level is exposed to a foreign-currency translation risk worth. Renminbi CNY.
These exposures are arising from the foreign subsidiaries and joint-operations located in Brazil and China, respectively. The Annual General Meeting will be held. This means that the shareholders of the Company and their proxy representatives may participate in the meeting and. More information is available at storaenso. Stora Enso's policy is to distribute. A dividend of EUR 0.
EUR ,, The dividend would be paid to shareholders who on the record date of the dividend payment, 17 March , are recorded in the. AB for Euroclear Sweden registered shares. Dividends payable to Euroclear Sweden registered shares will be forwarded by Euroclear. Sweden AB and paid in Swedish crowns.
Operational EBIT comprises the operating profit excluding items affecting comparability. Items affecting comparability are exceptional transactions that are not related to recurring business operations.
The most common. IAC are capital gains and losses, impairments or impairment reversals, disposal gains and losses relating to Group companies,. Fair valuations and non-operational items include CO 2 emission rights, non-operational fair valuation changes of biological assets,. The adjustments for differences between fair value and acquisition cost of forest assets upon disposal are. The full list of the non-IFRS measures is presented at the end of this report.
Operational return on capital employed,. Annualised operational EBIT. Capital employed 1, 2. Operational return on operating capital,. Operating capital 2. Total equity 2. Net interest-bearing liabilities. Interest-bearing liabilities — interest-bearing assets.
Equity 3. Earnings per share EPS. Average number of shares. Payout ratio, excl. EPS excl. Closing price of share. The definition includes the. Maintenance, personnel and other administrative type of costs, excluding IAC and fair.
Last 12 months LTM. TRI rate. List of non-IFRS measures. Profit before tax excl. IAC and FV. Capital expenditure excl. Capital employed. Depreciation and impairment charges excl.
Earnings per share EPS , excl. Fixed costs to sales. Consolidated financial statements. Year ended 31 December. Other operating income. Changes in inventories of finished goods and work in progress. Materials and services. Freight and sales commissions. Personnel expenses. Other operating expenses. Share of results of equity accounted investments. Change in net value of biological assets. Depreciation, amortisation and impairment charges. Operating profit. Financial income.
Financial expense. Income tax. Net profit for the year. Attributable to. Owners of the Parent. Non-controlling Interests. Earnings per share. Basic earnings per share, EUR. Diluted earnings per share, EUR. Items that will not be reclassified to profit and loss.
Equity instruments at fair value through OCI. Actuarial gains and losses on defined benefit plans. Revaluation of forest land. Income tax relating to items that will not be reclassified.
Items that may be reclassified subsequently to profit and loss. Cumulative translation adjustment CTA. Net investment hedges and loans. Cash flow hedges and cost of hedging.
Income tax relating to items that may be reclassified. Total comprehensive income. Non-controlling interests. The accompanying Notes are an integral part of these consolidated financial statements. As at 31 December. Other intangible assets. Property, plant and equipment. Right-of-use assets. Forest assets. Biological assets. Forest land. Emission rights. Listed securities. Unlisted securities. Non-current interest-bearing receivables. Deferred tax assets. Other non-current assets.
Non-current assets.
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