Alma Media Corporation Stock Exchange Release 14 October 2009 at 9:00
ALMA MEDIA CORPORATION EXTENDS THE EXTENDED OFFER PERIOD OF THE TENDER OFFER MADE FOR SHARES IN TALENTUM OYJ TO END ON 16 NOVEMBER 2009 AT 4:00 P.M
Alma Media Corporation ("Alma Media") announced on 10 August 2009 that it will make a mandatory public tender offer for all of the issued and outstanding shares in Talentum Oyj ("Talentum") (the "Tender Offer"). The consideration offered for each share in Talentum validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 1.85 in cash.
The Tender Offer commenced on 19 August 2009 at 9:30 a.m. (Finnish time) and was announced to end on 15 September 2009 at 4:00 p.m. (Finnish time) unless the Tender Offer is extended or discontinued in accordance with its terms and conditions (the "Offer Period"). According to the terms and conditions of the Tender Offer, the Tender Offer is subject to that all regulatory approvals and other permits and approvals required for the completion of the Tender Offer, including clearances from competition authorities, have been received on terms and conditions that are acceptable to Alma Media (the "Condition to Complete"). Alternatively, Alma Media may, to the extent possible under the law, waive this precondition for the completion. In addition, it is stated in the terms and conditions of the Tender Offer that if the Condition to Complete is not fulfilled due to a specific obstacle, such as pending competition law proceedings, Alma Media may extend the Offer Period until the obstacle has been removed and Alma Media has had reasonable time to respond to the situation.
Alma Media published a stock exchange release on 9 September 2009 informing that the Competition Authority has referred the Tender Offer to continued consideration. In addition, Alma Media published a stock exchange release on 14 September 2009 informing of its decision to extend the Offer Period of the Tender Offer by one month, to end on 15 October 2009 at 4:00 p.m. (Finnish time) (the "Extended Offer Period").
The continued consideration of the Competition Authority is still pending and according to the information received, the decision will not be made prior to the expiry of the Extended Offer Period on 15 October 2009. Consequently, Alma Media has, in accordance with the terms and conditions of the Tender Offer, decided to extend the Extended Offer Period of the Tender Offer to end on 16 November 2009 at 4:00 p.m. (Finnish time).
According to the terms and conditions of the Tender Offer, should the Offer period be extended so that its duration exceeds 10 weeks, the acceptance made in accordance with the terms and conditions of the Tender Offer can be withdrawn during the period of time of the Offer Period exceeding 10 weeks pursuant to the terms and conditions of the Tender Offer. The Offer Period exceeds 10 weeks on 28 October 2009.
In case the Condition to Complete is not fulfilled during the Extended Offer Period, Alma Media may, according to the terms and conditions of the Tender Offer, decide to further extend the Offer Period by announcing that within the Extended Offer Period. Alma Media may also discontinue the Extended Offer Period by informing of that five (5) banking days before the end of the Extended Offer Period at the latest, in case the Offer Period has not exceeded 10 weeks. If the Offer Period exceeds 10 weeks, the discontinuance of the Extended Offer Period must be informed two weeks prior to the expiry of the Extended Offer Period.
Alma Media Corporation
Corporate Communications and IR
Kai Telanne, President and CEO, tel. +358 10665 3500
NASDAQ OMX Helsinki
Alma Media in brief
Alma Media is a profitable and internationally expanding company that invests in the future of newspapers and online media. Its best known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.
Net sales in 2008 totalled EUR 341 million and the operating margin was over 14%. The company's share (ALN1V) is listed on the NASDAQ OMX Helsinki stock exchange.
This release may 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.