Alma Media Corporation Stock Exchange Release 30 October 2015 at 1.20 pm (EET)
The Finnish Competition and Consumer Authority has approved the combination of Alma Media and Talentum and Alma Media proceeds with the completion of the exchange offer
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa,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.
Today, Alma Media Corporation (“Alma Media”) has received the required regulatory competition approval from the Finnish Competition and Consumer Authority for the combination of Alma Media and Talentum Corporation (“Talentum”)
Alma Media has received the Finnish Competition and Consumer Authority’s approval for the combination with Talentum. No further regulatory competition approvals are necessary for the completion of the exchange offer.
Alma Media proceeds with the exchange offer to Talentum’s shareholders and option right holders
The offer period of the exchange offer in which Alma Media offers to acquire all of the outstanding shares and option rights of Talentum not owned by Talentum or its subsidiaries will expire on 12 November 2015. The completion of the transaction is subject to the satisfaction of the remaining conditions to completion of the exchange offer or the waiver by Alma Media of the conditions to completion in accordance with the terms and conditions of the exchange offer.
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
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 worked 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 or South Africa or any other jurisdiction where prohibited by applicable laws or rules. This release is not a share 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.