Almanova's public offer for Alma Media; Alma Media and Almanova sign merger agreement

ALMA MEDIA CORP.   STOCK EXCHANGE RELEASE 8 MARCH 2005, 17.00 1/5
 
 
ALMANOVA'S PUBLIC OFFER FOR ALMA MEDIA; ALMA MEDIA AND ALMANOVA SIGN MERGER AGREEMENT
 
 
Almanova Oyj has today announced its intention to apply for listing on the HEX Helsinki Exchanges. At the same time Almanova announced that it intends to made a public conversion and purchase offer, from 30 March to 19 April 2005 (estimated dates), to Alma Media Corporation shareholders and to Alma Media Corporation option holders. Alma Media Corporation's Board of Directors has today approved the plan to merge Alma Media Corporation and Almanova Oyj.
 
Alma Media Corporation's extraordinary general meeting on 31 January 2005 authorized Alma Media's Board of Directors to sell the company's Broadcasting division to a company jointly owned by Bonnier & Bonnier AB and Proventus Industrier AB for at least EUR 460 million. The parties signed the final agreements on 4 March 2005 under which Broadcasting's divestment will take place in the previously announced manner for an enterprise value of EUR 460 million. The transaction is subject competition authority approval and certain other conditions.
 
In the context of this overall transaction Alma Media Corporation has today been informed by Almanova Oyj that Almanova Oyj intends to apply for listing on the Helsinki Stock Exchange. Almanova Oyj has also announced that it intends to make a conditional public conversion and purchase offer to Alma Media Corporation's shareholders and option holders.
 
Under the terms of this offer holders of Alma Media Series I shares will be offered a cash payment of EUR 6.50 and 1.25 Almanova Oyj shares for each Series I share and holders of Series II shares a cash payment of EUR 5.60 and 1.07 Almanova Oyj shares for each Series II share. EUR 29.00 will be offered for each 1999A warrant and EUR 25.70 for each 1999B warrant. Bonnier & Bonnier AB and Proventus Industrier AB will not participate in the conversion and purchase offer.
 
Alma Media and Almanova have today signed the appended merger plan under which Almanova Oyj and Alma Media Corporation will merge to form a new company. In conjunction with the merger Alma Media's Series I shares will be converted into Almanova Oyj shares in the ratio of 3:7 and Alma Media's Series II shares in the ratio of 1:2. After the merger the company will take the name Alma Media Corporation and its shares are due to be listed on the Main List of the HEX Helsinki Exchanges. Alma Media's Board of Directors has decided to convene an extraordinary general meeting for 20 April 2005 to resolve on the approval of the merger plan.
 
 
 
 
Enclosure: Merger Plan
 
 
ALMA MEDIA CORPORATION
 
Distribution: Helsinki Exchanges, principal media
 

Merger plan                          2/5
The Boards of the companies participating the merger have resolved that Alma Media Oyj merges into Almanova Oyj so that Alma Media Oyj is dissolved and its assets and liabilities are transferred to Almanova Oyj through absorption merger as follows:
 
1. The companies participating the merger
 
(i) The acquiring company:
 
Name: Almanova Oyj
Business ID: 1944757-4
Address: c/o Alma Media Oyj, Eteläesplanadi 14, 00130 Helsinki
Domicile: Helsinki
 
(ii) The company being acquired:
 
Name: Alma Media Oyj
Business ID: 1449580-9
Address: Eteläesplanadi 14, 00130 Helsinki
Domicile: Helsinki
 
Almanova Oyj is hereinafter referred to as "Almanova" and Alma Media Oyj is hereinafter referred to as "Alma Media".
 
2. The Articles of Association of the acquiring company
 
The Articles of Association of Almanova shall be amended as follows:
 
" Paragraf 1 Name and domicile
 
The name of the company is Alma Media Oyj, Alma Media Abp in Swedish and Alma Media Corporation in English and its domicile is the city of Helsinki."
 
No other amendments shall be made in the Articles of Association of Almanova due to the merger.
 
3. Proposal on the merger consideration for the shareholders and holders of warrants of the company being acquired
 
3.1 Shares
The merger consideration for the shareholders in Alma Media shall be paid in new shares issued by Almanova. The shareholders in Alma Media shall receive seven (7) shares in Almanova against three (3) series I shares in Alma Media and two (2) shares in Almanova against one (1) series II shares in Alma Media. Almanova has only one class of shares.
 
Where the holding of a shareholder in Alma Media is not divisible by three, the shareholder shall receive monetary consideration of 14.00 euros per each series I share in Alma Media exceeding the highest number of shares divisible by three.
 
No merger consideration is paid for the shares in Alma Media held by Almanova.
 
3.2 Warrants
Alma Media has issued warrants A and B, by which the share capital of Alma Media may be increased with the maximum of EUR 1,025,946.35, and the maximum number of series II shares to be issued is 2,440,000. By 8 March 2005 the share capital has been increased with EUR 210,500.64 by exercise of the warrants.

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According to the resolution of the Board of Directors of Alma Media made pursuant to the terms of the warrant program, the holders of the warrants have the right to subscribe for shares until 30 June 2005, after which any right of subscription shall be forfeited.
 
4. Description of the capital loans whose creditors may object to the granting of the permission referred to in Chapter 14 Section 13 of the Companies Act
 
Neither Almanova nor Alma Media has issued capital loans referred to in Chapter 14 Section 4 Paragraph 2 Subsection 4 of the Companies Act.
 
5. Shareholdings of Alma Media and its subsidiaries in Almanova
 
Neither Alma Media nor its subsidiaries hold any shares in Almanova.
 
6. Proposal for the increase of the share capital necessary for the payment of the merger consideration
 
For the payment of the merger consideration, the share capital of Almanova shall be increased by no less than EUR 0.60 and no more than EUR 51,000,000 by issuing no less than one (1) and no more than 85,000,000 new shares of the same class, the calculated counter-book value of which is EUR 0.60 per share. The shares shall be offered as merger consideration to the shareholders in Alma Media, except for Almanova, and the new shares shall be registered on the book-entry accounts of the shareholders recorded in the shareholders register of Alma Media in accordance with Section 7. below.
 
The new shares issued as merger consideration carry the right to full dividend for the financial period ending on 31 December 2005 and to other shareholders' rights as of the registration of the increase of the share capital.
 
7. The date of distribution of the consideration and other conditions
 
The distribution of the merger consideration shall be initiated on the date of the merger. The date of the merger means the date on which the consummation of the merger is registered with the Trade Register.
 
The merger consideration shall be distributed in the book-entry securities system so that the shares registered in the shareholders' register of Alma Media on the date of the merger shall be converted into shares in Almanova pursuant to the exchange rate specified in this merger plan.
 
Shareholders of Alma Media who have not submitted their share certificates for registration in the book-entry securities system by the day preceding the date of the merger, shall receive the merger consideration on their book-entry accounts pursuant to the rate of exchange specified in this merger plan after the conversion of their shares into book-entry securities.
 
Where the consideration for the series I shares is payable in cash the payment shall be made to the bank account connected to the relevant book-entry account or to another bank account specified by the shareholder on the seventh banking day after the date of the merger, at the latest.
 
8. Account of special benefits and rights
 
No special benefits or rights are granted to the members of the Board of Directors, Managing Directors, auditors or authorised auditors acting as independent experts of the merging companies.
 
9. Reasons for the merger and basis for determining the merger consideration
 
Reasons for the merger
 
The merger is a part of the restructuring of Alma Media, whereby Alma Media will sell its Broadcasting division including, inter alia, MTV3, SubTV, Radio Nova and a holding in the Swedish TV4 AB.

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The proposal of the Board of Directors concerning the restructuring was addressed in the Extraordinary General Meeting of Shareholders on 31 January 2005. According to the proposal, the Board of Directors of Alma Media would be authorised to sell the Alma Media Broadcasting division to the company jointly owned by Bonnier & Bonnier AB ("Bonnier") and Proventus Industrier AB ("Proventus") for an enterprise value of at least EUR 460 million and Article 2 of the Articles of Association of Alma Media would be amended with respect to the reference to the Broadcasting division. The Extraordinary General Meeting of Shareholders approved the proposal of the Board of Directors.
 
The proposal of the Board of Directors of Alma Media consists of the following four main elements:
 
1. Alma Media will sell its Broadcasting division to Nordic Broadcasting Oy, a company jointly owned by Bonnier and Proventus, for the enterprise value of EUR 460 million.
 
2. Almanova will purchase the shares in Alma Media held by Bonnier and Proventus, and the purchase price for each series I share will be EUR 14 and for each series II share EUR 12.
 
3. Almanova will make a public tender offer for the shares in Alma Media by which Almanova offers 1.25 shares in Almanova and EUR 6.50 in cash for each series I share in Alma Media and 1.07 shares in Almanova and EUR 5.60 in cash for each series II share in Alma Media. In connection with the offer, Almanova will issue only whole shares of Almanova. To the extent that the number of shares of Almanova issued to shareholders of Alma Media does not consist of whole numbers, the fractional entitlements to shares will be combined and sold at the Helsinki Stock Exchange on behalf of the Alma Media shareholders concerned. The profits from the sale of fractional entitlements will be deposited on the accounts of the Alma Media shareholders concerned according to the average sales price, less any direct trading expenses.
 
4. Alma Media will merge into Almanova pursuant to this merger plan.
 
The agreements concerning the sale of the Broadcasting division to Bonnier and Proventus and the purchase of shares of Alma Media by Almanova have been signed on 4 March 2005.
 
The merger pursuant to this merger plan is therefore an integral part of the restructuring of Alma Media and is connected to the above measures.
 
Basis for determining the merger consideration
 
The value of the shares of Alma Media in the merger is set at EUR 14 for each series I share and EUR 12 for each series II share, which equals the price payable pursuant to the agreement between Bonnier, Proventus and Almanova concerning the sale of and purchase of shares of Alma Media.
 
The above values of the shares in Alma Media exceed the volume-weighted average trading price of the shares on the Helsinki Stock Exchange for the 12 months preceding the date of the Alma Media Board of Directors' notification of the restructuring, i.e. 24.1.2004 - 23.1.2005 (the average price being EUR 9.33 for each series I share and 8.73 for each series II share).
 
The value of the Almanova shares in the merger has been determined at EUR 6 per share. This value of the shares in Almanova is based on, in addition to the current value of the Almanova stock, the estimate of the value of the Alma Media stock after the sale of its Broadcasting division, taking into account that the shares in Alma Media to be acquired by Almanova from Bonnier and Proventus and in the public tender offer will be voided in the merger and that no merger consideration is payable for the said shares. The Board of Directors of each of Alma Media and Almanova as well as their advisors have come to the conclusion that the value of EUR 6 per share for the shares in Almanova is the fair price and it may thus be used in determining the merger consideration.
 
The consideration is, in accordance with the above, based on the mutual relation of the values of Alma Media and Almanova. The Board of Directors of each of Alma

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Media and Almanova have, based on their investigations, reached the conclusion that the proposed consideration is well-founded and fair.
 
10. Planned date for the registration of the implementation of the merger
 
The planned date for the registration of the consummation of the merger is 3 October 2005.
 
11. Conditions for the merger
 
The consummation of the merger is conditional upon the following conditions:
 
(i) The sale of the Broadcasting division of Alma Media to Nordic Broadcasting Oy, jointly owned by Bonnier and Proventus, is concluded prior to the registration of the consummation of the merger with the Trade Register;
(ii) The sale of the shares in Alma Media held by Bonnier and Proventus to Almanova, comprising 13,114,380 series I shares and 13,006,588 series II shares in Alma Media, is concluded prior to the registration of the consummation of the merger with the Trade Register;
(iii) Any approvals by the competition authorities required for the merger have been granted.
 
12. Report of an independent expert
 
The companies participating the merger have appointed CPA Joakim Rehn as the independent expert referred to in Chapter 14 Section 6 of the Companies Act, and he has given the reports attached hereto.
 
13. Other provisions
 
The Board of Directors of each of Almanova and Alma Media are authorised to jointly decide upon amendments of technical nature to this merger plan and its annexes, as may be required by authorities or if otherwise considered appropriate.
 
Almanova shall increase its share capital in order to pay the consideration in the public tender offer and the merger. Otherwise, prior to the consummation of the merger the merging companies shall not change their respective share capital, other than pursuant to the exercise of warrants as provided in this merger plan, or acquire their own shares, issue convertible bonds or warrants or resolve on distribution of dividends, unless otherwise provided by the Companies Act. The above restriction may, however, be deviated from upon the prior approval of the Boards of Directors of the merging companies.
 
At the date of the merger the employees of Alma Media shall become the employees of Almanova and the terms of their employment shall remain unaltered.
 
This merger plan is executed in two (2) original copies, one (1) for each of the merging companies.
 
 
In Helsinki, 8 March 2005
 
ALMANOVA OYJ
 
 
ALMA MEDIA OYJ
 
 
 
 
 
 
 
 
 
  • Date: 8.3.2005, 18:00
  • News type: Stock exchange release

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