ALMA MEDIA CORP. STOCK EXCHANGE BULLETIN 27.9.2005 AT 17.45
THE FINNISH FINANCIAL SUPERVISION AUTHORITY REVIEWS AGAIN THE IFRS TREATMENT OF THE ACQUISITION OF THE ALMA MEDIA SHARES FOR THE PURPOSES OF ALMANOVA'S FUTURE CONSOLIDATED ACCOUNTS. FOR THIS REASON, ALMANOVA POSTPONES THE IMPLEMENTATION OF THE MERGER.
Alma Media Corporation has been informed that the Board of Directors of Almanova Corporation has decided to postpone the implementation of the merger. The company has been informed that the Finnish Financial Supervision Authority is again reviewing the IFRS treatment of the acquisition of the Alma Media shares for the purposes of Almanova's future consolidated accounts. In addition, Almanova disclosed that it will postpone the closing of the previously agreed acquisition of shares in Alma Media from Bonnier & Bonnier AB and Proventus Industrier AB as well as the listing of Almanova's shares on the Main List of the Helsinki Stock Exchange.
Pursuant to the Companies Act, the merger between Alma Media and Almanova must be implemented on 29 December 2005 at the latest, when four months have elapsed from the date of the permission for the implementation of the merger granted by the Trade Register Authority. If implementation of the merger is not notified to the Trade Register Authority within this time, the merger will lapse.
The Financial Supervision Authority's IFRS interpretation concerns the Alma Media shares acquired through the exchange and purchase offer, the purchase of Bonnier's and Proventus' shares in Alma Media as well as the merger between Alma Media and Almanova.
The Board of Directors and auditors have reviewed the IFRS treatment of the transactions in the spring 2005, when the Financial Supervision Authority required that pro forma financial information with IFRS adjustments be included in the listing particulars of Almanova. In the listing particulars, which were approved by the Financial Supervision Authority in the spring 2005, the acquisition was treated as an IFRS standard 3 business combination. In this connection, the IFRS accounting treatment was discussed with the Financial Supervision Authority. If Almanova's acquisition of Alma Media would not be treated as a business combination, no new goodwill would arise for the post merger Almanova Group on a consolidated basis. This would substantially decrease the amount of shareholders' equity as presented in Almanova Group's pro forma financial information. In this situation, the Board of Directors of Almanova has considered it appropriate to postpone the implementation of the merger. Almanova continues its negotiations with the Financial Supervision Authority and explores alternative structures to achieve the end result envisaged by the merger plan.
ALMA MEDIA CORPORATION
VP, Corporation Communications and Investor Relations
Teemu Kangas-Kärki, CFO, tel. +358 10 665 2244
Ahti Martikainen, SVP, IR and Corporate Communications, tel. +358 10 665 2242
Distribution: Helsinki Exchanges, Principal media
No offer is being made, directly or indirectly or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telephone and the internet) or interstate or foreign commerce, or of any facility of a national securities exchange, in or into the United States, Australia, Canada, Japan or any jurisdiction where to do so would violate the laws in that jurisdiction. The new Almanova shares have not been and will not be registered under the US Securities Act of 1933 or under the relevant securities law of any state of the United States.