Alma Media Corporation Stock Exchange Release 10 August 2009 at 9.05a.m.
ALMA MEDIA CORPORATION MAKES A MANDATORY TENDER OFFER FOR ALL SHARES IN TALENTUM OYJ
NOT FOR DISTRIBUTION IN AUSTRALIA, HONG KONG, JAPAN, SOUTH AFRICA, CANADA OR THE UNITED STATES
Alma Media Corporation ("Alma Media" or the "Company") has acquired 375,000 shares in Talentum Oyj ("Talentum") through a share acquisition made today. The acquired shares together with 13,200,000 shares in Talentum held already previously by Kauppalehti Oy belonging to Alma Media Group represent in total approximately 30.65 % of all shares in Talentum and approximately 31.12 % of votes attached to the shares (based on 44,295,787 shares issued by Talentum; in calculation of the total amount of voting rights, 681,000 shares held by Talentum on 30 June 2009, which do not carry voting rights, have been deducted). In the today's acquisition of the shares, the agreed cash price is EUR 1.85 per share.
As a result of the acquisition, Alma Media Group's holding in Talentum exceeds three tenths of the voting rights carried by Talentum's shares and Alma Media has become obligated to launch a mandatory tender offer for all shares in Talentum pursuant to Chapter 6, Section 10 of the Finnish Securities Market Act.
According to Chapter 6, Section 14 of the Securities Market Act, a mandatory tender offer (the "Tender Offer") shall be published within one month of the arising of the obligation to tender, in other words on 10 September 2009 at the latest.
Alma Media will offer the shareholders of Talentum EUR 1.85 in cash for each share in Talentum. The value of the Tender Offer, taking into account the remaining (total amount deducted by the shares held by Alma Media Group and the own shares held by Talentum) approximately 67.82 % of the shares issued by Talentum, is EUR 55.6 million. The price offered for each share represents approximately a 6.3 per cent premium over the closing trading price of the share on 7 August 2009 (EUR 1.74) and approximately a 13.6 per cent premium over the 3-month volume-weighted average trading price of Talentum's share (EUR 1.63).
The offer period will commence on or about 19 August 2009, at the latest. The completion of the Tender Offer is subject to the obtaining of necessary regulatory approvals. The Tender Offer is not dependent on reaching a certain ownership limit.
Kai Telanne, Alma Media's President and CEO notes: "We have been Talentum's principal shareholder already since 2001. In recent years, Talentum has been developed into a pure professional media company and the businesses of the companies now complement well each other. Since Talentum's market value also corresponds to our view of the company's valuation level, we believe that now is the right time to increase our ownership and at the same exceed the 30-per cent ownership limit triggering the obligation to tender. Taking into consideration, among others, Talentum's business prospects disclosed by it, the very low liquidity of Talentum's share and its ownership structure, we consider the offer price good. The offer price also corresponds to the average target price of analysts following the company and the book value of Talentum's shares in our consolidated balance sheet. In connection with the mandatory tender offer, also large shareholders are given the opportunity to dispose of their holding at a fair price, which otherwise, due to the very low liquidity of the share, might be challenging."
Background of the Tender Offer
Alma Media is a profitably growing and internationally expanding company that invests in newspapers and online media. Its best known products are Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.
Alma Media's net sales in the first half of 2009 amounted to approximately EUR 156 million and the operating profit excluding non-recurring items totalled EUR 19.7 million, i.e. 12.6 per cent of the net sales.
Talentum is a publisher and producer of information for professionals primarily in the Finnish and Swedish markets. Talentum's best known products include Talouselämä, Tekniikka & Talous, Tietoviikko, Mediuutiset, Talentum.com, Uratie.fi and in book publishing, among others, Suomen Laki (Finnish Law) volumes.
Talentum's net sales in the first half of 2009 amounted to EUR 34.6 million and the operating loss excluding non-recurring items totalled EUR -1.1 million, i.e. approximately -3.2 per cent of the net sales.
During the latest reported rolling 12-month period, the combined net sales of the new group's continuing operations would have totalled approximately EUR 400 million and the combined operating profit excluding non-recurring items approximately EUR 45.0 million. The new group would have over 3,500 employees, including newspaper deliverers.
In Alma Media's view, both companies would benefit from the consolidation of the companies' businesses. The consolidation would complement the companies' product range and give more resources to business development and internationalisation. In addition, the consolidation would stabilise Talentum's more cyclical business model and would create prerequisites for a stable distribution of profits.
Tender Offer in brief
Alma Media's objective is to acquire all outstanding shares in Talentum through the Tender Offer. If Alma Media's holding in Talentum exceeds nine-tenths of all shares and voting rights in Talentum, Alma Media will initiate a redemption procedure under the Finnish Companies Act. The purpose is that Talentum will thereafter submit an application to NASDAQ OMX Helsinki Stock Exchange for the delisting of its shares.
Within the past six months Alma Media has not acquired Talentum's shares at a higher price than the offered cash consideration.
The offer period is expected to commence on 19 August 2009 and end on 15 September 2009. The completion of the Tender Offer is subject to the receipt of required regulatory approvals. The complete terms and conditions of the offer and information on the approval procedure of the Tender Offer will be included in an offer document that will be published by Alma Media in connection with the Tender Offer on or about 19 August 2009.
Alma Media has secured the funds required for financing the entire cash consideration offered in the Tender Offer with its existing financing agreements.
SEB Enskilda acts as Alma Media's financial advisor and Hannes Snellman Attorneys Ltd as Alma Media's legal advisor in connection with the Tender Offer.
Helsinki, 10 August 2009
Alma Media Corporation
Kai Telanne, President and CEO, tel. +358 10 665 3500
Press conference and conference call:
Alma Media will hold a conference in Finnish concerning the public offer in the "Carl" conference room of the Scandic Marski hotel at the address Mannerheimintie 10, Helsinki from 11:00am to 12:00 noon on August 10, 2009. The offer will be presented by Kai Telanne, President and CEO, and the participants will have an opportunity to discuss also with other members of the company's management team.
A conference call in English for investors and analysts will start at 2:00pm (EET). To participate, please call +44 (0)20 7162 0077.
The presentation material will be available at www.almamedia.fi/investors at 11 am.
Vice President, Corporate Communications and IR
Alma Media Corporation
NASDAQ OMX Helsinki
This release must not be released or otherwise distributed, in whole or in part, in or into Australia, Hong Kong, Japan, South Africa, Canada or the United States. This release is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the Tender Offer for the shares only on the basis of the information provided in a tender offer document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Finland.
The Tender Offer is not being made in any jurisdiction where prohibited by applicable law and the tender offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or the Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, South Africa, Canada or the United States. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within Australia, Hong Kong, Japan, South Africa, Canada or the United States.