Alma Media Corporation will commence the mandatory tender offer for all shares in Talentum Oyj on 19 August 2009

Alma Media Corporation   Stock Exchange Release   17 August 2009 at 14:15

 

ALMA MEDIA CORPORATION WILL COMMENCE THE MANDATORY TENDER OFFER FOR ALL SHARES IN TALENTUM OYJ ON 19 AUGUST 2009

 

NOT FOR DISTRIBUTION IN AUSTRALIA, HONG KONG, JAPAN, SOUTH AFRICA, CANADA OR THE UNITED STATES

 

Alma Media Corporation (“Alma Media”) announced on 10 August 2009 that it will make a mandatory tender offer for all of the issued and outstanding shares in Talentum Oyj (“Talentum”) (the “Tender Offer”). The Offer Period commences on 19 August 2009 at 9.30 a.m. (Finnish time) and ends on 15 September 2009 at 4.00 p.m. (Finnish time) unless the Offer Period is extended or discontinued in accordance with its terms and conditions. The completion of the Tender Offer is subject to the receipt of required regulatory approvals. The Tender Offer is not dependent on reaching a certain ownership limit.

 

The price offered for each share in Talentum (the “Share”) validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 1.85 in cash. The offered price for each Share represents approximately a 6.3 per cent premium over the closing trading price of the share prior to publication of the Tender Offer 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 complete terms and conditions of the Tender Offer are attached to this release (Appendix 1).

 

The Finnish Financial Supervision Authority has approved today the offer document relating to the Tender Offer. The Tender Offer document will be available from 19 August 2009 onwards at office of Alma Media, address Eteläesplanadi 20, 00130 Helsinki, Finland, the offices of Skandinaviska Enskilda Banken (publ) Helsinki Branch (“SEB”), address Unioninkatu 30, 00130 Helsinki, Finland and the offices of NASDAQ OMX Helsinki, address Fabianinkatu, 00130 Helsinki, Finland, and on the Internet at www.almamedia.fi and www.seb.fi. The Tender Offer document is available only in Finnish. In addition, printed version of the English translation of the terms and condition of the Tender Offer are available at SEB upon request.

 

Most of the Finnish account operators will send a notice of the Tender Offer and the related instructions and acceptance forms to their clients who are registered as shareholders in Talentum’s shareholders’ register. Shareholders who do not obtain such notice from their account operator or asset manager can contact SEB Trading Operations department (tel. +358 9 6162 8037) from where such shareholders will obtain all necessary information and can give their acceptance.

 

Alma Media currently owns 13,575,000 Shares representing approximately 30.65 per cent of Shares and votes attached to all Talentum shares.

 

Alma Media Corporation

Rauno Heinonen

Corporate Communications and IR

 

Additional information:

Kai Telanne, President and CEO, tel. +358 10 665 3500

 

DISTRIBUTION

NASDAQ OMX Helsinki

Main media

 

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 is listed in the Mid Cap segment of the NASDAQ OMX Helsinki. Please visit www.almamedia.com for further information.

 

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.

 

APPENDIX 1: TERMS AND CONDITIONS OF THE TENDER OFFER

 

(Unofficial English translation. Should any discrepancies exist between the Finnish and the English versions, the Finnish version shall prevail.)

 

Object of the Tender Offer

 

Pursuant to the terms and conditions set forth below, the Alma Media Corporation (the “Offeror”) offers to acquire all of the issued and outstanding shares in the Company (the “Shares”) not owned by Talentum Oyj (the “Company) or its subsidiary or the Offeror or its subsidiary (the “Tender Offer”).

 

Offer Price

 

The offer price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 1.85 in cash (the “Share Offer Price”).

 

If the Company’s general meeting of the shareholders resolves, prior to the Completion Date (as defined below), on the distribution of dividend in accordance with chapter 13, section 1 of the Finnish Companies Act, or distribution of other assets to which the shareholder having accepted the Tender Offer is entitled, the Share Offer Price will be deducted by the amount equal to dividend or other distribution of assets payable on the Share, if the transaction relating to the completion of the Tender Offer has not been settled prior to the record date of the dividend or other distribution of assets.

 

Offer Period

 

The time during which the Tender Offer may be accepted (the “Offer Period”) commences on 19 August 2009 at 9.30 a.m. (Finnish time) and ends on 15 September 2009 at 4.00 p.m. (Finnish time) unless the Offer Period or extended Offer Period is extended or discontinued as set forth below.

 

The Offeror reserves the right to extend the Offer Period. The Offeror will notify of a possible extension of the Offer Period by way of a stock exchange release on 15 September 2009, at the latest. The Offeror will also notify of a possible extension of an already extended or discontinued Offer Period by the expiry date of the said Offer Period, at the latest.

 

The maximum duration of the Offer Period (a possible extended Offer Period included) is ten (10) weeks. However, if the Condition to Completion (as defined below) is not fulfilled due to a specific obstacle, such as pending competition law proceedings, the Offeror may, pursuant to the Finnish Financial Supervision Authority Standard 5.2c (record no 8/120/2004), extend the Offer Period beyond ten (10) weeks until the obstacle has been removed and the Offeror has had reasonable time to respond to the situation. In such case the expiry date of the extended Offer Period will be published at least two (2) weeks prior to the expiry of the extended Offer Period.

 

The Offeror has the right to discontinue the Offer Period or the extended Offer Period. The Offer Period will, however, last for at least three (3) weeks. Should the Offeror discontinue the Offer Period or the extended Offer Period, the Offeror will announce its decision thereon as soon as possible after such decision has been made and, in any case, no later than five (5) banking days before the expiry date of the Offer Period or the extended Offer Period. If the Offeror discontinues the Offer Period or the extended Offer Period, the Offer Period or the extended Offer Period will expire at such earlier date and time announced by the Offeror.

 

Conditions to Completion of the Tender Offer

 

The Offeror’s obligation to accept the Shares for whose part the Tender Offer has been validly accepted and the acceptance has not been validly withdrawn, and to complete the Tender Offer is subject to the fulfilment of the following condition (the “Condition to Complete”) or, to the extent permitted by law, waiver by the Offeror on the date or by the date on which the transactions of the Shares in accordance with to the Tender Offer are executed (the “Completion Date”). All regulatory approvals and other permits and clearances required for the completion of the Tender Offer, including clearances from competition authorities, have been received on the terms and conditions that are acceptable to the Offeror.

 

The Finnish Competition Authority will consider the Tender Offer based on the application submitted by the Offeror. The so-called stage I of the Finnish Competition Authority’s investigation shall take up to one month. If the Tender Offer clearly does not have competition restricting effects, it is cleared during stage I. Otherwise the Finnish Competition Authority will make a decision to initiate further proceedings (stage II) where the Tender Offer and its competitive effects are thoroughly investigated. Stage II shall take up to three months. The Market Court may suspend the deadline by a maximum of two months.

 

An exemption is required from the Financial Supervision Authority in case the Tender Offer is not completed due to the fact that the Condition to Complete is not fulfilled.

 

The Offeror reserves the right to waive, to the extent permitted by law, the Offer Condition which has not been fulfilled.

 

Obligation to Increase and to Compensate

 

The Offeror reserves the right to acquire Shares during the Offer Period through the public trading arranged by NASDAQ OMX Helsinki or otherwise.

 

If the Offeror or any other party referred to in chapter 6, section 10, subsection 2 of the Finnish Securities Market Act acquires, prior to the expiry of the Offer Period, Shares at a price higher than the Share Offer Price or on terms and conditions that are otherwise more favourable than those of the Tender Offer, the Offeror shall, in accordance with chapter 6, section 13 of the Securities Market Act amend the terms and conditions of the Tender Offer to correspond to the terms and conditions of such acquisition (obligation to increase). In such case, the Offeror shall, without delay, make public the arising of the obligation to increase and to compensate, in connection with the completion of the Tender Offer, those holders of securities who have accepted the Tender Offer for the difference between the acquisition on more favourable terms and conditions than those of the Tender Offer and the consideration offered in the Tender Offer.

 

If the Offeror or any other party referred to in chapter 6, section 10, subsection 2 of the Securities Market Act acquires, within the nine (9) months following the expiry of the Offer Period, Shares in the Company at a price higher than the Share Offer Price or on terms and conditions otherwise more favourable than those of the Tender Offer, the Offeror shall, in accordance with to chapter 6, section 13 of the Securities Market Act, compensate those holders of securities who have accepted the Tender Offer for the difference between the acquisition on more favourable terms and conditions than those of the Tender Offer and the consideration offered in the Tender Offer to (obligation to compensate). In such case, the Offeror shall, without delay, make public the arising of the obligation to compensate and to compensate those holders of securities who have accepted the Tender Offer for the difference between the acquisition on more favourable terms and conditions than those of the Tender Offer and the consideration offered in the Tender Offer within one month of the arising of the obligation to compensate.

 

According to chapter 6, section 13, subsection 5 of the Securities Market Act, no obligation to compensate arises if the payment of a price higher than the Share Offer Price is based on an arbitral award under the Companies Act provided that the Offeror or any other party referred to in chapter 6, section 10, subsection 2 of the Finnish Securities Market Act has not offered to acquire Shares on terms and conditions that are more favourable than those of the Tender Offer prior to or during the arbitral proceedings.

 

Acceptance Procedure for the Tender Offer

 

Most of the Finnish account operators will send a notice of the Tender Offer and the related instructions and acceptance forms to their clients who are registered as shareholders in the Company’s shareholders’ register. Shareholders who do not obtain such notice from their account operator or asset manager can contact SEB Trading Operations department (tel. +358 9 6162 8037) from where such shareholders will obtain all necessary information and can give their acceptance.

 

Those shareholders of the Company whose Shares are registered in the name of a nominee and who wish to accept the Tender Offer must provide their acceptance in accordance with the nominee’s instructions.

 

As regards pledged Shares, the acceptance of the Tender Offer requires consent of the pledgee. The obtaining of such consent is responsibility of the relevant shareholder of the Company.

 

The shareholder of the Company who has been registered in the Company’s shareholders’ register and wish to accept the Tender Offer shall submit the properly completed and duly executed acceptance form to the account operator managing the shareholder’s book-entry account in accordance with the instructions given by the account operator and within the time limit set by the account operator or, if the account operator does not accept the acceptance forms (for example Euroclear Finland Oy), the shareholder may contact SEB to give the acceptance to tender the Shares. The Offeror reserves the right to reject any improperly or only partially completed acceptances. The acceptance form shall be delivered so that it is received within the Offer Period or, if the Offer Period has been extended, within the extended Offer Period taking, however, into account the instructions given by the account operator. The method of delivery of acceptance forms is at the option and risk of the shareholder, and the acceptance form is considered to have been delivered only when actually received by the account operator or SEB.

 

By accepting the Tender Offer, the shareholders of the Company authorise SEB or the account operator managing their book-entry account to sell the Shares to the Offeror in accordance to the terms and conditions of the Tender Offer.

 

A shareholder may accept the Tender Offer only unconditionally and for all Shares registered on the relevant book-entry account. The Offeror has the right to reject any acceptance that concerns only a part of the Shares held by the shareholder on the same book-entry account.

 

A shareholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise dispose of the tendered Shares unless otherwise provided by mandatory legislation. A transfer restriction in respect of the Shares will be registered on the relevant book-entry account after the shareholder has delivered the acceptance form of the Tender Offer. If the Tender Offer is not completed, the transfer restriction registered on the Shares will be removed from the book-entry account as soon as possible and within approximately three (3) Finnish banking days following the announcement of the withdrawal of the Tender Offer.

 

Withdrawal Right

 

The acceptance of the Tender Offer is irrevocable and it cannot be withdrawn unless otherwise provided by applicable law (chapter 6, section 8 of the Securities Market Act). However, should the Offer period be extended so that it lasts over 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. In such case, in order to be considered to be done validly, the withdrawal must be made in accordance with the procedure set forth in this section Withdrawal Right. 

 

The proper withdrawal of the validly tendered Shares requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form with respect to such Shares was submitted. In case the acceptance form was submitted to SEB, also the notice of withdrawal must be submitted to SEB. In case of holdings that are registered in the name of a nominee, the shareholder shall instruct the nominee to submit the notice of withdrawal.

 

If the shareholder withdraws its acceptance of the Tender Offer in accordance with the terms and conditions of the Tender Offer, the transfer restriction registered on the tendered Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of the a notice of withdrawal in accordance with the terms and conditions of the Tender Offer.

 

The Shareholder has the right to re-tender the withdrawn Shares at any time prior to the expiry of the extended Offer Period by following the acceptance procedure set forth in section Acceptance Procedure for the Tender Offer.

Possible fees charged by a book-entry account operator or a nominee for the withdrawal will be borne by the shareholder withdrawing the acceptance.

 

Announcement of the Result of the Tender Offer

 

The Offeror will announce the preliminary result of the Tender Offer by estimation on or about the first (1st) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period, and the final result on or about the third (3rd) Finnish banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. In the announcement concerning the final result, the percentage amount of those Shares for which the Tender Offer has been validly accepted will be confirmed.

 

Terms of Payment and Settlement of the Shares

 

The sale and purchase of those Shares validly tendered in accordance with the terms and conditions of the Tender Offer will be executed on the Completion Date which is, at the latest, the fourth (4th) Finnish banking day following the expiry of the Offer Period or, where applicable, the extended Offer Period (the “Completion Date”). The acquisition of the Shares will take place on NASDAQ OMX Helsinki.

 

The settlement of the transactions will be effected on or about on the third (3rd) Finnish banking day following the Completion Date (the “Settlement Date”). The payment of the Share Offer Price will be deposited on the Settlement Date into the account connected to the shareholder’s book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified in the acceptance form. If the shareholder’s bank account is with a different banking institution than such shareholder’s book-entry account, the Share Offer Price will be paid to the shareholder’s bank account in accordance with the schedule for payment transactions between financial institutions so that the payment is on the shareholder’s bank account approximately on the second (2nd) Finnish banking day following the Settlement Date, at the latest.

 

The Offeror reserves the right to postpone the payment of the Share Offer Price if the payment is hindered or interrupted due to a force majeure event. However, the Offeror shall effect such payment immediately once the force majeure event hindering or interrupting the payment has been settled.

 

Transfer of Title

 

Title to the Shares in respect of which the Tender Offer has been validly accepted in accordance with the terms and conditions of the Tender Offer will pass to the Offeror on the Settlement Date against the payment of the Share Offer Price.

 

Transfer Tax and Other Payments

 

The Offeror shall be responsible for the Finnish transfer tax, if any, payable on the sale and purchase of the Shares in accordance with the Tender Offer.

 

Possible fees charged by a book-entry account operator in accordance with the agreement concluded with the shareholder as well as fees charged by book-entry account operators, asset managers or nominees or any other party in accordance with their agreement with the shareholder for releasing pledges or removing other possible restrictions preventing a sale of the Shares and other such fees will be borne by the shareholder.

 

The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Tender Offer, the sale and purchase of the Shares tendered under the Tender Offer or the payment of the Share Offer Price.

 

Other Matters

 

The Offeror reserves the right (i) to amend the terms and conditions of the Tender Offer pursuant to chapter 6, section 7 of the Securities Market Act, amongst others, in a situation where the Company otherwise than as a part of its ordinary business would resolve on issuing Shares or granting special rights entitling to the Shares or increasing the number of Shares or (ii) to extend the Offer Period and amend the terms and conditions of the Tender Offer pursuant to chapter 6, section 8 of the Securities Market Act.

 

The Offeror has the right to resolve, at its own discretion, on all other matters relating to the Tender Offer.

 

THE TENDER OFFER IS NOT MADE, DIRECTLY OR INDIRECTLY, IN OR INTO A 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 IN ANY MANNER, SUCH AS BY MAIL, TELEFAX, E-MAIL OR TELEPHONE OR IN ANY OTHER MANNER, TO OR FROM A JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.