Otava Oy has announced an obligation to launch a mandatory public tender offer for the shares in Alma Media Oyj

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “INFORMATION FOR SHAREHOLDERS OF ALMA MEDIA IN THE UNITED STATES” AT THE END OF THIS RELEASE.

Alma Media Corporation                                      Tender offer   16 June 2023 at 9.40 a.m.

OTAVA OY HAS ANNOUNCED AN OBLIGATION TO LAUNCH A MANDATORY PUBLIC TENDER OFFER FOR THE SHARES IN ALMA MEDIA OYJ

Alma Media Corporation (“Alma Media”) has today received information that Otava Oy´s (”Otava”) portion of all shares and voting rights in Alma Media has exceeded 30% as a result of the share transactions made between 14 and 15 June 2023 and that Otava has thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Alma Media in accordance with Chapter 11, Section 19 of the Securities Markets Act (746/2021, as amended).

Otava has today announced the following information regarding the above:

Otava Ltd (“Otava” or the “Offeror”) has, through share purchases made between 14 June and 15 June 2023, acquired a total of 686,860 shares in Alma Media Corporation (”Alma Media” or the ”Company”). The highest price paid for the acquired shares was EUR 9.10 per share, which is also the highest price paid by Otava for the shares in Alma Media within the last six months.

As a result of the share purchases, Otava’s shareholding in Alma Media increased to a total of 24,723,705 shares, corresponding to approximately 30.05 per cent of all shares and voting rights in the Company, excluding own shares held by Alma Media. Consequently, after Otava’s holding in Alma Media exceeded 30 per cent of the voting rights carried by shares in Alma Media, Otava has become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Alma Media in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”) (the “Offer“).

Prior to the share purchases, Otava held 24,036,845 shares in Alma Media, representing approximately 29.18 per cent of all shares in Alma Media. Otava is the largest shareholder of Alma Media.

In the Offer, Otava will offer cash consideration of EUR 9.10 per share for each share in Alma Media (the ”Offer Price”). The Offer Price represents a discount of approximately 0.8 per cent compared to the volume-weighted average price of the Alma Media shares during the three (3) months preceding the triggering of the obligation to launch the Offer, and an equal price compared to the closing price of the share on Nasdaq Helsinki on 14 June 2023, i.e., the last day of trading preceding the triggering of the obligation to launch the Offer.

In accordance with Chapter 11, Section 22 of the SMA, a mandatory takeover bid shall be made public within one month from the triggering of the obligation to launch a bid, i.e., on 15 July 2023, at the latest.

Otava aims to commence the offer period of the Offer on or about 30 June 2023, at the latest. The Offer will be commenced after the Finnish Financial Supervisory Authority has approved the offer document, which includes the detailed terms and conditions of the Offer. The length of the offer period will be three weeks. Otava is of the view that the completion of the Offer will not require approvals from competition authorities at least in a situation in which Otava’s ownership share of all shares in Alma Media remains below 36.84 per cent as a result of the Offer.

Otava also reserves the right, to the extent permitted by applicable laws and regulations, to acquire shares in public trading on Nasdaq Helsinki or otherwise before the commencement of the offer period, during the offer period, and/or after the offer period of the Offer or otherwise outside the Offer.

The full release published by Otava Oy is attached to this stock exchange release.

The share transactions made by Otava have no impact on Alma Media’s business. The board of directors of Alma Media will review the mandatory tender offer by independent members in accordance with the Securities Markets Act and other applicable laws and regulations. Alma Media has undertaken to follow the Helsinki Takeover Code issued by the Finnish Securities Market Association.

For further information, please contact:

Elina Kukkonen, Senior Vice President, Communications and Brand, Alma Media Corporation

elina.kukkonen@almamedia.fi

tel. +358 (0)10 665 2333  

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND. INVESTORS SHALL ACCEPT THE 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 OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE 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 LAWS OR REGULATIONS. IN PARTICULAR, THE 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, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND. THE OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Alma Media in the United States

The Offer is made for the issued and outstanding shares (which are not held in treasury) of Alma Media, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the exemption provided under Rule 14d-1(c) under the Exchange Act, for a Tier I tender offer (the “Tier I Exemption”), and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The Offer is made to Alma Media’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Alma Media to whom an offer is made. Any informational documents, including this release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Alma Media’s other shareholders. U.S. shareholders should consider that the Offer Price is being paid in EUR and that no adjustment will be made based on any changes in the exchange rate.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares or any securities that are convertible into, exchangeable for or exercisable for shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Alma Media of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Alma Media, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE DISCLOSURE IN THIS RELEASE IN RELATION TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The receipt of cash pursuant to the Offer may be a taxable transaction. Each holder of shares is urged to consult its independent professional advisers regarding the tax and other consequences of accepting the Offer.

To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of shares and will not give rise to claims on the part of any other person. It may be difficult for Alma Media’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and Alma Media are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Alma Media shareholders may not be able to sue the Offeror or Alma Media or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror or Alma Media or their respective affiliates to subject themselves to a U.S. court’s judgment.

Disclaimer

Advium Corporate Finance Ltd is acting exclusively on behalf of the Offeror and no one else in connection with the Offer or other matters referred to in this release, does not consider any other person (whether the recipient of this release or not) as a client in connection to the Offer, and is not responsible to anyone other than the Offeror for providing protection or providing advice in connection with the Offer or any other transaction or arrangement referred to in this release.

Appendix

Release published by Otava on 16 June 2023

Alma Media in brief

Alma Media is an international company of digital media, marketplaces and services with a strong capacity for renewal. We inspire human curiosity and choice by creating services that combine technology and content with a local heart. In Finland, our best-known brands include Kauppalehti, Talouselämä, Iltalehti, Jobly, Etuovi.com, Nettiauto and Nettimoto. Our recruitment services include prace.cz and jobs.cz in the Czech Republic, Profesia.sk in Slovakia and mojposao.net in Croatia.

In Finland, our business operations include leading housing and automotive marketplaces, financial and professional media, national consumer media and content and data services for businesses and professionals. Alma Media’s international business in Eastern Central Europe, Sweden and the Baltic countries consists of recruitment services and an online marketplace for commercial properties.

Alma Media operates in 11 countries in Europe and employs approximately 1,700 professionals. Alma Media’s revenue from continuing operations was EUR 309 million in 2022 of which the share of digital business was 81%. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.fi/en/.

Share article