Alma Media Corporation Stock Exchange Release 17 November 2015 at 5:10 pm (EET)
The Final Result of Alma Media’s Exchange Offer to Talentum’s Shareholders and Option Holders
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or any other country where such publication or distribution would violate applicable regulation or would require additional measures in addition to the requirements under Finnish law.
According to the final result of the exchange offer by Alma Media Corporation (“Alma Media”) to the shareholders of Talentum Corporation (“Talentum”), the shares tendered in the exchange offer represent approximately 94.4 per cent of all the shares and votes in Talentum and approximately 95.2 per cent of the issued and outstanding shares in Talentum.
The offer period of the exchange offer ended on 12 November 2015. On 13 November 2015, Alma Media announced that it will complete the exchange offer subject to the conditions to the completion of the exchange offer remaining fulfilled at the time of completion in accordance with the terms and conditions of the exchange offer. As all the conditions to the completion of the exchange offer have been and remain fulfilled, Alma Media will complete the exchange offer in accordance with its terms and conditions preliminarily today, 17 November 2015.
On 17 November 2015, the Board of Directors of Alma Media resolved, based on the authorisation granted by the General Meeting on 17 March 2015, to issue a total of 6,896,329 new Alma Media shares to Talentum's shareholders as the share consideration of the exchange offer and to pay a total of EUR 19.3 million as cash consideration. Payment for the subscribed shares will be made by assigning shares in Talentum in accordance with the terms and conditions of the exchange offer. The share capital of Alma Media will not be increased as a result of the share issue, but instead the amount deemed payable for the new shares will be recorded in the invested unrestricted equity fund. The number of shares in Alma Media will increase from 75,486,853 to 82,383,182. The new shares will correspond approximately 8.4 per cent of the share capital and votes in Alma Media following the completion of the share issue.
The new shares in Alma Media issued in the exchange offer will be delivered to the book-entry accounts of Talentum shareholders who have validly accepted the exchange offer, and who have not validly withdrawn their acceptance, on or about 20 November 2015. Trading in the new shares in Alma Media is expected to commence on the official list of Nasdaq OMX Helsinki (the “Helsinki Stock Exchange”) preliminarily on 20 November 2015.
Holders of Talentum 2013A and 2013B option rights have accepted the exchange offer in accordance with the terms and conditions of the exchange offer. Alma Media shall pay a total of EUR 0.1 million as option consideration to the option right holders.
Alma Media intends to acquire all shares in Talentum. To achieve this, Alma Media will acquire Talentum shares through the Helsinki Stock Exchange up to the price equivalent to the consideration in the exchange offer.
Immediately after Alma Media has acquired more than nine-tenths (9/10) of all of the shares in Talentum and votes conferred by the shares, Alma Media will present a redemption demand to Talentum shareholders in accordance with the Finnish Limited Liability Companies Act. Thus, shares that have not been tendered in the exchange offer or acquired otherwise prior to the commencement of the redemption proceeding will be redeemed in the manner set forth in the Finnish Limited Liability Companies Act.
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
Kai Telanne, President and CEO, Tel. +358 (0)10 665 3500
Mikko Korttila, General Counsel, Tel. +358 (0)10 665 2201
Distribution: NASDAQ OMX Helsinki Ltd, Main Media, www.almamedia.fi
Alma Media in Brief
Alma Media is a media group focusing on digital services and publishing. In addition to news services, the company's products provide useful information related to lifestyle, career, and business development. The services of Alma Media have expanded from Finland to the Nordic countries, the Baltics, and Central Europe. In 2014, the company employed, on average, 1,830 professionals (excluding distributors), of whom approximately one quarter work outside Finland. Alma Media’s revenue in 2014 totalled approximately EUR 295 million. The company's share is listed on NASDAQ OMX Helsinki Ltd. For more information please visit our website: www.almamedia.fi.
This release may not be released or otherwise distributed, in whole or in part, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction where prohibited by applicable laws or regulations. This release is not an exchange offer document or a prospectus and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the exchange offer for the shares only on the basis of the information provided in an exchange offer document and prospectus in respect of the exchange offer. 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 exchange offer document or registration or other requirements would apply in addition to those undertaken in Finland.
The exchange offer document and prospectus in respect of the exchange offer as well as related acceptance forms will not and may not be distributed, forwarded, or transmitted into, in, or from any jurisdiction where prohibited by applicable law. In particular, the exchange offer is not being made, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or the United States of America. The exchange offer cannot be accepted from within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, or the United States of America.
Alma Media's shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any of the relevant securities laws of any state or other jurisdiction of the United States of America. Alma Media's shares may not be offered or sold in the United States, except pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.
Certain statements herein which are not historical facts, including, without limitation, those regarding expectations for general economic development and the market situation, expectations for the combined company’s development and profitability and the realization of synergy benefits and cost savings, and statements preceded by “expects”, ”estimates”, ”forecasts” or similar expressions, are forward-looking statements. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties which may cause the actual results to materially differ from the results currently expected for the combined company. Such factors include, but are not limited to, general economic conditions, including fluctuations in exchange rates and interest levels which influence the operating environment and profitability of customers and thereby the orders received by the combined company and their margin; the competitive situation; the combined company’s own operating conditions, such as the success of production and product development and their continuous development and improvement; and the success of future acquisitions.