ALMA MEDIA CORPORATION STOCK EXCHANGE BULLETIN 1/2 10 September 1998, 9.30 am PUBLIC OFFER FOR ALL POHJOLAN SANOMAT OYJ SHARES Alma Media is making a public offering for all the A and K shares of Pohjolan Sanomat Oy. The offer price for shares in both series is FIM 32 per share. According to the conditional offer Alma Media will pay a further FIM 8 premium per share if its holding rises above two-thirds of the company’s shares within the offer period, 21 September - 30 October 1998. Puossakka Oy, a wholly owned subsidiary of Alma Media’s newspaper publishing division Alpress Oy, is making a public offering to acquire all the currently outstanding A and K shares of Pohjolan Sanomat Oyj. Puosakka Oy is a registered shareholder of Pohjolan Sanomat Oyj. The Alma Media Group has been Pohjola Sanomat Oyj’s largest shareholder since February 1997. The Group owns 337,880 A shares and 213,821 K shares, which together represents 45.0 % of the total number of shares and 30.0 % of the voting rights. Pohjolan Sanomat Oyj’s share capital totals FIM 6,129,695. It comprises 480,000 A shares and 745,939 K shares, both series having a nominal value of FIM 5 per share. The A shares carry one vote per share and the K shares carry 20 votes per share. The purchase offer is scheduled to begin on 21 September 1998 and to end on 30 October 1998 and trading will take place at all assets management offices of the cooperative banks and Okopankki Oyj. The offer price is FIM 32 per share for both A and K series. The offer is conditional in that the consideration payable depends on Alma Media Group’s holding in Pohjolan Sanomat Oyj. The offerer will pay an additional consideration of FIM 8 per share on all shares purchased during the offer period if Alma Media Group’s holding in Pohjolan Sanomat Oyj exceeds two-thirds (2/3) of the total number of shares during the offer period. In this event, the purchase price will be FIM 40 per share. Pohjolan Sanomat Oyj’s A share is listed on the OTC list of the Helsinki Stock Exchange. Altogether 3000 A shares have been traded on the HSE during the current year, the lowest and highest share prices being FIM 20.50 and FIM 24.00 respectively. The K share is not listed. According to its shareholder register Pohjolan Sanomat Oy has approximately 5000 shareholders. FIM 32 per share of the offer price will be paid into the sellers’ accounts in exchange for their share certificates. The additional consideration of FIM 8 per share will be paid separately to all shareholders selling their shares to Alma Media Group during the offer period, once Alma Media Group’s holding exceeds two-thirds of the shares. The purchaser will pledge to take responsibility for any capital transfer tax and other similar costs payable on the purchase. According to Mr Matti Packalén, President and CEO of Alma Media Corporation, Finland’s provincial newspapers constitute today, and will continue to constitute, the backbone of the country’s entire mass communications system. Alma Media wishes to play its own active role in developments aimed at maintaining this network at at least its current level since newspaper publishing is Alma Media’s core business and it will remain a top investment priority in the future, he continued. Pohjolan Sanomat holds a solid position in its circulation area, having served its readers and advertisers for more than 80 years. As a major owner, Alma Media’s objective is to ensure that Lapland’s two strong and independent provincial newspapers continue to be published in the region, Mr Packalén emphasizes. According to Mr Heikki Saraste, President of Alpress Oy, Pohjolan Sanomat Oyj is already an associated company of Alma Media Group and the objective now is to raise the Group’s holding to the point where Pohjolan Sanomat Oy becomes a subsidiary. This would give Pohjolan Sanomat access to the same development resources as enjoyed by the Alpress division’s other major newspapers. Pohjolan Sanomat would also benefit from Alpress’s circulation, training, marketing, personnel incentive and other schemes. Mr Saraste adds that the share purchase offer was set clearly higher than the prices recently quoted on the HSE to attract the attention of as many shareholders as possible. For the same reason an extra condition was attached to the offer whereby shareholders selling their shares during the offer period would receive a 25 % bonus, FIM 8 per share, if Alma Media Group’s holding in the company rises to above two-thirds of the total number of shares. In practice this would mean the addition of about 266,000 shares to Alma Media Group’s existing holding, he says. The purchase offer will have no material impact on the public listing of the A share, nor on the future status of the company’s management or its employees. ALMA MEDIA CORPORATION Ahti Martikainen Vice President, Corporate Communications Further information: Mr Matti Packalén, President and CEO, Alma Media Corporation, tel. +358 (0)9 507 8715 Mr Heikki Saraste, President, Alpress Oy, tel. +358 (0)9 507 8768 Distribution: Helsinki Stock Exchange Principal media
  • Date: 10.9.1998, 08:00
  • News type: Stock exchange release

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