Alma Media Corporation Stock Exchange Release 4 September 2009 at 14.10
SUPPLEMENT TO ALMA MEDIA CORPORATION'S TENDER OFFER DOCUMENT OF 17 AUGUST 2009 FOR ALL SHARES IN TALENTUM OYJ
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 Tender Offer commenced on 19 August 2009 at 9:30 a.m. (Finnish time) and will 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 Board of Directors of Talentum has issued today their statement regarding the Tender Offer in accordance with chapter 6, section 6 of the Finnish Securities Market Act. The stock exchange release including the statement is attached to this release (Appendix 1).
Alma Media supplements the Tender Offer document, dated 17 August 2009, with the statement issued by Talentum's Board of Directors by adding, as stated in the Tender Offer document, the attached statement as appendix D to the said document. The Finnish Financial Supervision Authority has approved the supplement today. The Tender Offer document and its supplement are available at the offices of Alma Media, address Eteläesplanadi 20, 00130 Helsinki, Finland, the offices of Skandinaviska Enskilda Banken (publ) Helsinki Branch, 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
. The Tender Offer document is available only in Finnish.
Alma Media Corporation
Corporate Communications and IR
Kai Telanne, President and CEO, tel. +358 10 665 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 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: TALENTUM OYJ'S STOCK EXCHANGE RELEASE OF 4 SEPTEMBER 2009
Talentum Oyj Company Announcement September 4, 2009 at 9.00 am
STATEMENT OF THE BOARD OF DIRECTORS OF TALENTUM OYJ REGARDING MANDATORY TENDER OFFER OF ALMA MEDIA CORPORATION
The Board of Directors of Talentum Oyj issues the following statement referred to in Chapter 6 Section 6 of the Finnish Securities Market Act regarding the mandatory tender offer published by Alma Media Oyj on 10 August 2009 concerning the shares in Talentum Oyj.
TENDER OFFER IN BRIEF
Alma Media Oyj ("Alma") has made a mandatory tender offer ("Mandatory Tender Offer") for all of the shares in Talentum Oyj ("Talentum"). The cash consideration offered for the shares is EUR 1.85 per each share in Talentum ("Offer Price"). The tender offer has commenced on 19 August 2009 at 9.30 a.m. (Finnish time) and ends on 15 September 2009 at 4.00 p.m. (Finnish time) ("Offer Period"), unless the Offer Period is extended in accordance with the terms and conditions of the Mandatory Tender Offer. The Finnish Financial Supervisory Authority has on 17 August 2009 approved the offer document regarding the Mandatory Tender Offer published by Alma on 19 August 2009 ("Offer Document"). The information regarding Alma's Mandatory Tender Offer presented in this section is based on the information presented in the Offer Document and in Alma's company announcements.
Alma acquired 375,000 shares in Talentum through a share acquisition made on 10 August 2009 in which a cash consideration of EUR 1.85 was paid per share. Together with the shares in Talentum already earlier owned by Alma Group, after the share acquisition Alma owned, together with parties referred to in Chapter 6 Section 10 Subsection 2 of the Finnish Securities Market Act (495/1989 as amended), in total 13,575,000 shares in Talentum. The shareholding represented approximately 30.65 per cent of all the shares and votes in Talentum and 31.12 per cent of the votes pertaining to the shares when taking into consideration the 681,000 own shares held by Talentum, which do not carry voting rights. As a consequence of the share acquisition made by Alma on 10 August 2009 it became obliged to make a mandatory tender offer referred to in Chapter 6 Section 10 of the Finnish Securities Market Act for all the other shares in Talentum and all the securities entitling to shares issued by Talentum.
Talentum has not been aware of Alma's intention to acquire shares in Talentum in a manner which results in Alma becoming obliged to make a mandatory tender offer referred to in the Finnish Securities Market Act, nor has Alma negotiated with Talentum with regard to the matter.
The Offer Price is EUR 1.85 per each share in Talentum. The Offer Price is approximately 6.3 per cent higher than the closing price of one Talentum share (EUR 1.74) in NASDAQ OMX Helsinki ("Stock Exchange") on 7 August 2009 i.e. on the last trading day preceding the arising of the tender offer obligation. The Offer Price corresponds to the trading-volume-weighted average price of Talentum shares on the Stock Exchange over a three-month period preceding the arising of the tender offer obligation increased by an approximately 13.6 per cent premium and to the trading-volume-weighted average price of Talentum shares on the Stock Exchange over a six-month period preceding the arising of the tender offer obligation increased by an approximately 13.1 per cent premium.
STATEMENT OF THE BOARD OF DIRECTORS
Assessment of the Board of Directors from the perspective of the target company and security holders
The Board of Directors of Talentum has carefully evaluated the Mandatory Tender Offer and its terms and conditions and based its evaluation on the Offer Document, Fairness Opinion issued by PCA Corporate Finance Oy and other matters. The Board of Directors of Talentum considers the Offer Price too low. The Board of Directors cannot recommend to the shareholders of Talentum the acceptance of the Mandatory Tender Offer.
The Board of Directors of Talentum evaluates that operating in accordance with the strategy of the company could in the future result in a higher value to the shareholders than the Offer Price. The Board of Directors cannot however guarantee that the non-acceptance of the Mandatory Tender Offer or some other alternative to the Mandatory Tender Offer, when being carried out, would result in a higher value to the shareholders than the acceptance of the Mandatory Tender Offer.
The Board of Directors of Talentum has requested a Fairness Opinion from PCA Corporate Finance Oy concerning the fairness of the Offer Price. PCA Corporate Finance Oy has evaluated the Offer Price in the Fairness Opinion issued on 31 August 2009 and stated that the Offer Price is not reasonable for Talentum shareholders from the economic point of view.
This statement of the Board of Directors is not of investment advice in its nature. The shareholders shall independently decide on the acceptance of the Mandatory Tender Offer taking into consideration all the information presented in the Offer Document and other matters that have an effect on the value of a Talentum share.
The Board of Directors of Talentum wants to draw the attention of the company's shareholders to the following matters which may be significant in the assessment of the Mandatory Tender Offer:
- According to the strategy published by Talentum the approach of the company is a clearer concentration than earlier to publishing business, essential parts of which are magazines, books, online services, information services, training and events. Online services, information services and media business are main focus areas for growth. Talentum's objective is to diversify the revenue structure of publishing business, especially by increasing the revenues of content sales. Talentum has in accordance with its strategy continuously investigated the possibilities to expand its business operations in the publishing business and the company still emphasises growth, particularly outside of Finland. In October 2005 Talentum acquired all the shares in a Swedish magazine company Ekonomi & Teknik Förlag AB (including magazines Ny Teknik, Affärsvärlden, Lag&Avtal and Miljörapporten). In June 2007 Talentum acquired a Swedish magazine called Dagens Media. In November 2007 Talentum acquired Fakta Regulatory business in Sweden. Talentum has during the year 2008 sold such remaining business operations which were not part of its core business.
- At the time of the Mandatory Tender Offer the Talentum share price is historically comparing low. Both the general decrease of share prices as well as the weakening effect of the economic recession on Talentum's business have an effect on it. The company has however adjusted its business operations to correspond to the market conditions.
- The Offer Price, EUR 1.85 per share, contains only a small premium comparing to Talentum share's recent stock exchange price. The premium is also small comparing to the previous public tender offers that have been carried out and especially comparing to the latest public tender offers that have been carried out.
- The Board of Directors has asked the opinion of some of Talentum's major shareholders on the Offer Price. Based on these discussions, and as some of Talentum shareholders have stated in public that they will not accept the offered Offer Price, the current understanding of Talentum's Board of Directors is that a significant amount of Talentum shareholders will not accept the Mandatory Tender Offer.
- The possible further concentration of share ownership in Talentum may lead to the trading with the company's share being in the future on a lower level than currently and the price formation of a share more unreliable. If as a consequence of the Mandatory Tender Offer Alma's share of Talentum shares exceeds 50 per cent, after the Mandatory Tender Offer in question, Alma will not have any obligation to make a mandatory tender offer for the shares in Talentum. The Board of Directors further states that if Alma acquires Talentum shares after nine (9) months has passed from the end of the Offer Period on better terms and conditions than the Offer Price, the shareholders that have accepted the Mandatory Tender Offer will not have a right to the compensation referred to in Chapter 6 Section 13 Subsection 2 of the Finnish Securities Market Act.
- Alma Group has since the year 2001 been the largest shareholder of Talentum with its shareholding of approximately 30 per cent. In Talentum's Articles of Association there is a provision regarding a voting restriction pursuant to which no shareholder may, at a General Meeting, exercise more than 1/6 of the total number of votes represented by the issued and outstanding shares of the company. This restriction does not however have an effect on the amount of shares represented in the meeting calculated in connection with qualified majority decisions in addition to the amount of votes. For this reason decisions requiring qualified majority cannot in practise be made at Talentum's General Meetings without the support of Alma Group. The large shareholding of Alma has, for the present, however not had an effect on Talentum's operative business.
Assessment regarding the company's strategy and its employees
Pursuant to the Finnish Securities Market Act Talentum's Board of Directors shall give a reasoned assessment with regard to the strategic plans presented by Alma in the Offer Document and the probable effects thereof on Talentum's operations and employment in the company. Alma has in the Offer Document presented that its strategic objective is to develop the complementary business operations of the companies and to support the internationalization of Talentum's business operations. Alma has further presented that it does not expect its strategic plans regarding Talentum to have immediate effects on Talentum's employees or locations of premises. Talentum has not been able to confirm the presented information but neither does it have reason to suspect the correctness of the information.
Based on the information presented by Alma in the Offer Document, Talentum's Board of Directors assesses that the Mandatory Tender Offer will not have immediate effects on Talentum's current business operations or employment in Talentum. Alma has however not dealt with its longer term plans with regard to Talentum in the Offer Document. The information presented in the Offer Document is also otherwise quite brief and general, for which reason Talentum's Board of Directors is not able to further comment Alma's strategic plans and the probable effects thereof on Talentum's operations and employment in the company.
The Board of Directors of Talentum has handled the Mandatory Tender Offer in its full composition. The statement of the Board of Directors is unanimous. PCA Corporate Finance Oy has acted as the financial advisor and Bird & Bird Attorneys Ltd as the legal advisor of the Board of Directors.
BOARD OF DIRECTORS
Further information: Tuomo Saarinen, Chairman of the Board of Directors, tel. +358 500 223 970
NASDAQ OMX Helsinki