Alma Media Corporation Stock Exchange Release September 1, 2010 at 9.30 am (EEST)
ALMA MEDIA SIMPLIFIES ITS GROUP STRUCTURE BY MERGING ALMA MEDIA INTERACTIVE OY INTO PARENT COMPANY
Alma Media Corporation and its subsidiary Alma Media Interactive Oy on June 1, 2010 signed draft terms of merger, according to which Alma Media Interactive Oy will merge into its parent company Alma Media Corporation. The draft terms of merger were entered in the Finnish Trade Register on July 14, 2010.
According to the draft terms of merger, Alma Media Interactive Oy's assets and liabilities will be transferred to the parent company Alma Media Corporation at book value and without liquidation. No consideration will be paid for the merger as the parent company owns all of the shares of the merging company. The merger will not cause any amendments to Alma Media's Articles of Association. The objective of the merger is to simplify the group structure and to lower administrative costs. The intended registration date of the merger is December 31, 2010.
The draft terms of merger, including appendices, and the documents defined in Chapter 16, Section 11 of the Finnish Limited Liability Companies Act (624/2006) are available to shareholders as of today at the head office of Alma Media at Eteläesplanadi 20, Helsinki, Finland. Copies of these documents will be sent to shareholders who request it in writing by mail to Alma Media Corporation, Sirpa Jyräsalo, PO Box 140, FI-00101 Helsinki, Finland, by telephone on +358 10 665 2220, by telefax on +358 10 665 2270 or by email to email@example.com.
If Alma Media shareholders who altogether hold at least five (5) per cent of the company shares demand in writing within one month of the publication of this notice that the decision on the merger be made by a General Meeting of Shareholders, an Extraordinary General Meeting will be convened in accordance with the Limited Liability Companies Act and the Articles of Association. The demand shall be submitted in writing to Alma Media to the address Alma Media Corporation, Eteläesplanadi 20, PO Box 140, FI-00101 Helsinki, Finland.
Alma Media Corporation
Board of Directors
For further information, please contact:
Mikko Korttila, General Counsel, tel. +358 10 665 2201
Distribution: NASDAQ OMX Helsinki, principal media
Alma Media in brief
Alma Media is a dynamic media company whose best-known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com. Alma Media employs nearly 3,000 professionals. The company's net sales in 2009 totalled MEUR 307.8 with an operating margin of 13.5 per cent. Alma Media's share (ALN1V) is listed in the NASDAX OMX Helsinki Exchange. Read more at www.almamedia.fi.