ALMA MEDIA CORP. STOCK EXCHANGE RELEASE 4 MARCH 2005, at 17.00
BROADCASTING DIVESTMENT PROCEEDS AS PLANNED
Alma Media Corporation, Bonnier & Bonnier AB and Proventus Industrier AB have signed the final agreements according to which Alma Media Coprporation, as authorized by the company's extraordinary general meeting on 31 January 2005, will divest its Broadcasting division. The Central Board of Taxation has ruled that shareholders who choose not to accept cash consideration in conjunction with the public offer will not be taxed on the shares they receive in the merger.
The extraordinary general meeting of Alma Media Corporation shareholders held on 31 January 2005 authorized the company's Board of Directors to sell the Broadcasting division to a company jointly owned by Bonnier & Bonnier AB and Proventus Industrier AB for a minimum value of EUR 460 million. The parties have today signed the final agreements under which the sale of Broadcasting will take place in the previously announced mannner at an enterprise value of EUR 460 million. The agreement is subject to the approval of the competition authorities and other conditions.
It is planned that Almanova Oyj will make a public offer for all the shares and options in Alma Media Corporation during March-April 2005. Bonnier and Proventus have given their binding agreement that they will not participate in the public offer. According to the plan a merger will take place during the autumn in which Almanova and Alma Media will be merged to form a single company.
Alma Media has been informed by the Central Board of Taxation of the Board's provisional ruling concerning the taxation of Alma Media Corporation and an individual shareholder in conjunction with the merger. Under this ruling those Finnish shareholder who do not participate in Almanova's planned public offer during spring 2005 but choose instead to take only shares in Almanova as consideration in the planned merger of Almanova and Alma Media Corporation in the autumn of 2005 will not be taxed on these shares. The ruling is not yet legally valid.