Alma Media Corporation Stock Exchange Release 22 December 2008 at 11:40
ALMA MEDIA HAS RECEIVED A DEMAND TO CONVENE AN EXTRAORDINARY GENERAL MEETING
On 21 December 2008 Alma Media received a letter from Oy Herttaässä Ab, addressed to the Board of Directors of Alma Media Corporation. The letter is presented below unabridged.
Demand to convene an Extraordinary General Meeting
Alma Media's shareholder Oy Herttaässä Ab (0761658-8) that holds over 10% of the shares in Alma Media Corporation requests that the Board of Directors of Alma Media Corporation convenes an Extraordinary General Meeting (EGM) soonest to consider and resolve the following matters:
1. Composition of the Board of Directors:
Herttaässä proposes that the composition of the Board of Directors shall be discussed and changed at the EGM.
2. Repurchase of Alma Media's own shares:
The EGM is proposed to authorize the Board of Directors of Alma Media, in accordance with Chapter 15, Section 5 of the Finnish Companies Act, to decide to repurchase 10% of the company's own shares (7,461,200 shares).
The company's own shares would be repurchased with the unrestricted shareholders' equity, at the prevailing market price on NASDAQ OMX Helsinki Oy. The own shares repurchased for Alma Media can be retained by the company, canceled or further assigned.
The authorization is proposed to be valid until 31 August 2009.
3. Mergers and acquisitions:
Herttaässä proposes that the EGM considers the possibility to merge Alma Media Corporation and Talentum Oyj. The EGM should consider the shareholder benefits and implementation methods of the merger. An option for the implementation of the said merger would be an exchange offer for the shareholders of Talentum Oyj. Herttaässä proposes that the exchange ratio should be 3:1 - with three (3) Talentum shares a shareholder would receive one (1) Alma Media share.
Herttaässä proposes that the EGM resolves to merge Alma Media Corporation and Talentum Oyj, provided that the shareholders of Talentum Oyj approve the proposed exchange offer.
Helsinki 18 December 2008
OY HERTTAÄSSÄ AB
Kauppalehti Oy, a subsidiary of Alma Media Corporation, holds 29.9% of the shares of Talentum Oyj. "There are no merger negotiations going on between Alma Media and Talentum", says Kai Telanne, President & CEO of Alma Media Corporation.
Oy Herttaässä Ab holds currently 13.54% of Alma Media shares. The Board of Directors of Alma Media will discuss the received letter of demand in the manner provided by the Finnish Companies Act. Alma Media will disclose immediately the decisions potentially taken in the matter.
ALMA MEDIA CORPORATION
Rauno Heinonen, Vice President, Corporate Communications & IR
For further information, please contact:
Mikko Korttila, General Counsel, tel. +358 10 665 2201
Rauno Heinonen, Vice President, Corporate Communications & IR, tel. +358 10 665 2251
NASDAQ OMX Helsinki
Alma Media in brief
Alma Media is a profitably growing 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 2007 totalled EUR 329 million and the operating margin was over 19%. The company's share is listed in the Mid Cap segment of the Nasdaq OMX Helsinki.