Alma Media Corporation Stock Exchange Release 6 November 2009 at 9:55 a.m.
THE FINNISH COMPETITION AUTHORITY APPROVED THE TALENTUM ACQUISITION BY ALMA MEDIA
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 was announced to end on 15 September 2009 at 4:00 p.m. (Finnish time) (the "Offer Period") unless the Tender Offer is extended or discontinued in accordance with its terms and conditions.
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 Condition to Complete. 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"). As the continued consideration of the Competition Authority was still pending and, according to the information received, the decision was not to be received prior to the expiry of the Extended Offer Period on 15 October 2009, Alma Media informed on 14 October 2009 of its decision to extend the Extended Offer Period of the Tender Offer to end on 16 November 2009 at 4:00 p.m. (Finnish time).
Alma Media has today been informed that the Finnish Competition Authority has approved, by its decision dated 6 November 2009, the Talentum acquisition by Alma Media. The approval does not include any terms or conditions. Alma Media is not aware of any other regulatory approvals that are necessary with respect to the Tender Offer and the Condition to Complete has thus been fulfilled. As previously informed, the Tender Offer will end on 16 November 2009 at 4:00 p.m. (Finnish time).
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.