PUBLIC OFFER FOR ALL POHJOLAN SANOMAT OYJ SHARES
ALMA MEDIA CORPORATION STOCK EXCHANGE BULLETIN 1/2
10 September 1998, 9.30 am
PUBLIC OFFER FOR ALL POHJOLAN SANOMAT OYJ SHARES
Alma Media is making a public offering for all the A and K shares
of Pohjolan Sanomat Oy. The offer price for shares in both series
is FIM 32 per share. According to the conditional offer Alma Media
will pay a further FIM 8 premium per share if its holding rises
above two-thirds of the companys shares within the offer period,
21 September - 30 October 1998.
Puossakka Oy, a wholly owned subsidiary of Alma Medias newspaper
publishing division Alpress Oy, is making a public offering to
acquire all the currently outstanding A and K shares of Pohjolan
Sanomat Oyj. Puosakka Oy is a registered shareholder of Pohjolan
The Alma Media Group has been Pohjola Sanomat Oyjs largest
shareholder since February 1997. The Group owns 337,880 A shares
and 213,821 K shares, which together represents 45.0 % of the
total number of shares and 30.0 % of the voting rights.
Pohjolan Sanomat Oyjs share capital totals FIM 6,129,695. It
comprises 480,000 A shares and 745,939 K shares, both series
having a nominal value of FIM 5 per share. The A shares carry one
vote per share and the K shares carry 20 votes per share. The
purchase offer is scheduled to begin on 21 September 1998 and to
end on 30 October 1998 and trading will take place at all assets
management offices of the cooperative banks and Okopankki Oyj.
The offer price is FIM 32 per share for both A and K series. The
offer is conditional in that the consideration payable depends on
Alma Media Groups holding in Pohjolan Sanomat Oyj. The offerer
will pay an additional consideration of FIM 8 per share on all
shares purchased during the offer period if Alma Media Groups
holding in Pohjolan Sanomat Oyj exceeds two-thirds (2/3) of the
total number of shares during the offer period. In this event, the
purchase price will be FIM 40 per share.
Pohjolan Sanomat Oyjs A share is listed on the OTC list of the
Helsinki Stock Exchange. Altogether 3000 A shares have been traded
on the HSE during the current year, the lowest and highest share
prices being FIM 20.50 and FIM 24.00 respectively. The K share is
not listed. According to its shareholder register Pohjolan Sanomat
Oy has approximately 5000 shareholders.
FIM 32 per share of the offer price will be paid into the sellers
accounts in exchange for their share certificates. The additional
consideration of FIM 8 per share will be paid separately to all
shareholders selling their shares to Alma Media Group during the
offer period, once Alma Media Groups holding exceeds two-thirds
of the shares. The purchaser will pledge to take responsibility
for any capital transfer tax and other similar costs payable on
According to Mr Matti Packalén, President and CEO of Alma Media
Corporation, Finlands provincial newspapers constitute today, and
will continue to constitute, the backbone of the countrys entire
mass communications system. Alma Media wishes to play its own
active role in developments aimed at maintaining this network at
at least its current level since newspaper publishing is Alma
Medias core business and it will remain a top investment priority
in the future, he continued.
Pohjolan Sanomat holds a solid position in its circulation area,
having served its readers and advertisers for more than 80 years.
As a major owner, Alma Medias objective is to ensure that
Laplands two strong and independent provincial newspapers
continue to be published in the region, Mr Packalén emphasizes.
According to Mr Heikki Saraste, President of Alpress Oy, Pohjolan
Sanomat Oyj is already an associated company of Alma Media Group
and the objective now is to raise the Groups holding to the point
where Pohjolan Sanomat Oy becomes a subsidiary. This would give
Pohjolan Sanomat access to the same development resources as
enjoyed by the Alpress divisions other major newspapers. Pohjolan
Sanomat would also benefit from Alpresss circulation, training,
marketing, personnel incentive and other schemes.
Mr Saraste adds that the share purchase offer was set clearly
higher than the prices recently quoted on the HSE to attract the
attention of as many shareholders as possible. For the same
reason an extra condition was attached to the offer whereby
shareholders selling their shares during the offer period would
receive a 25 % bonus, FIM 8 per share, if Alma Media Groups
holding in the company rises to above two-thirds of the total
number of shares. In practice this would mean the addition of
about 266,000 shares to Alma Media Groups existing holding, he
The purchase offer will have no material impact on the public
listing of the A share, nor on the future status of the companys
management or its employees.
ALMA MEDIA CORPORATION
Vice President, Corporate Communications
Mr Matti Packalén, President and CEO, Alma Media Corporation, tel.
+358 (0)9 507 8715
Mr Heikki Saraste, President, Alpress Oy, tel. +358 (0)9 507 8768
Distribution: Helsinki Stock Exchange