Alma Media Corporation makes a mandatory tender offer for all shares
in Talentum Oyj
(Thomson Reuters ONE) - Alma Media Corporation Stock Exchange Release 10 August 2009 at9.05a.m.ALMA MEDIA CORPORATION MAKES A MANDATORY TENDER OFFER FOR ALL SHARESIN TALENTUM OYJNOT FOR DISTRIBUTION IN AUSTRALIA, HONG KONG, JAPAN, SOUTH AFRICA,CANADA OR THE UNITED STATESAlma Media Corporation ("Alma Media" or the "Company") has acquired375,000 shares in Talentum Oyj ("Talentum") through a shareacquisition made today. The acquired shares together with 13,200,000shares in Talentum held already previously by Kauppalehti Oybelonging to Alma Media Group represent in total approximately 30.65% of all shares in Talentum and approximately 31.12 % of votesattached to the shares (based on 44,295,787 shares issued byTalentum; in calculation of the total amount of voting rights,681,000 shares held by Talentum on 30 June 2009, which do not carryvoting rights, have been deducted). In the today's acquisition of theshares, the agreed cash price is EUR 1.85 per share.As a result of the acquisition, Alma Media Group's holding inTalentum exceeds three tenths of the voting rights carried byTalentum's shares and Alma Media has become obligated to launch amandatory tender offer for all shares in Talentum pursuant to Chapter6, Section 10 of the Finnish Securities Market Act.According to Chapter 6, Section 14 of the Securities Market Act, amandatory tender offer (the "Tender Offer") shall be published withinone month of the arising of the obligation to tender, in other wordson 10 September 2009 at the latest.Alma Media will offer the shareholders of Talentum EUR 1.85 in cashfor each share in Talentum. The value of the Tender Offer, takinginto account the remaining (total amount deducted by the shares heldby Alma Media Group and the own shares held by Talentum)approximately 67.82 % of the shares issued by Talentum, is EUR 55.6million. The price offered for each share represents approximately a6.3 per cent premium over the closing trading price of the share on 7August 2009 (EUR 1.74) and approximately a 13.6 per cent premium overthe 3-month volume-weighted average trading price of Talentum's share(EUR 1.63).The offer period will commence on or about 19 August 2009, at thelatest. The completion of the Tender Offer is subject to theobtaining of necessary regulatory approvals. The Tender Offer is notdependent on reaching a certain ownership limit.Kai Telanne, Alma Media's President and CEO notes: "We have beenTalentum's principal shareholder already since 2001. In recent years,Talentum has been developed into a pure professional media companyand the businesses of the companies now complement well each other.Since Talentum's market value also corresponds to our view of thecompany's valuation level, we believe that now is the right time toincrease our ownership and at the same exceed the 30-per centownership limit triggering the obligation to tender. Taking intoconsideration, among others, Talentum's business prospects disclosedby it, the very low liquidity of Talentum's share and its ownershipstructure, we consider the offer price good. The offer price alsocorresponds to the average target price of analysts following thecompany and the book value of Talentum's shares in our consolidatedbalance sheet. In connection with the mandatory tender offer, alsolarge shareholders are given the opportunity to dispose of theirholding at a fair price, which otherwise, due to the very lowliquidity of the share, might be challenging."Background of the Tender OfferAlma Media is a profitably growing and internationally expandingcompany that invests in newspapers and online media. Its best knownproducts are Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.Alma Media's net sales in the first half of 2009 amounted toapproximately EUR 156 million and the operating profit excludingnon-recurring items totalled EUR 19.7 million, i.e. 12.6 per cent ofthe net sales.Talentum is a publisher and producer of information for professionalsprimarily in the Finnish and Swedish markets. Talentum's best knownproducts include Talouselämä, Tekniikka & Talous, Tietoviikko,Mediuutiset, Talentum.com, Uratie.fi and in book publishing, amongothers, Suomen Laki (Finnish Law) volumes.Talentum's net sales in the first half of 2009 amounted to EUR 34.6million and the operating loss excluding non-recurring items totalledEUR -1.1 million, i.e. approximately -3.2 per cent of the net sales.During the latest reported rolling 12-month period, the combined netsales of the new group's continuing operations would have totalledapproximately EUR 400 million and the combined operating profitexcluding non-recurring items approximately EUR 45.0 million. The newgroup would have over 3,500 employees, including newspaperdeliverers.In Alma Media's view, both companies would benefit from theconsolidation of the companies' businesses. The consolidation wouldcomplement the companies' product range and give more resources tobusiness development and internationalisation. In addition, theconsolidation would stabilise Talentum's more cyclical business modeland would create prerequisites for a stable distribution ofprofits.Tender Offer in briefAlma Media's objective is to acquire all outstanding shares inTalentum through the Tender Offer. If Alma Media's holding inTalentum exceeds nine-tenths of all shares and voting rights inTalentum, Alma Media will initiate a redemption procedure under theFinnish Companies Act. The purpose is that Talentum will thereaftersubmit an application to NASDAQ OMX Helsinki Stock Exchange for thedelisting of its shares.Within the past six months Alma Media has not acquired Talentum'sshares at a higher price than the offered cash consideration.The offer period is expected to commence on 19 August 2009 and end on15 September 2009. The completion of the Tender Offer is subject tothe receipt of required regulatory approvals. The complete terms andconditions of the offer and information on the approval procedure ofthe Tender Offer will be included in an offer document that will bepublished by Alma Media in connection with the Tender Offer on orabout 19 August 2009.Alma Media has secured the funds required for financing the entirecash consideration offered in the Tender Offer with its existingfinancing agreements.SEB Enskilda acts as Alma Media's financial advisor and HannesSnellman Attorneys Ltd as Alma Media's legal advisor in connectionwith the Tender Offer.Helsinki, 10 August 2009Alma Media CorporationAdditional information:Kai Telanne, President and CEO, tel. +358 10 665 3500Press conference and conference call:Alma Media will hold a conference in Finnish concerning the publicoffer in the "Carl" conference room of the Scandic Marski hotel atthe address Mannerheimintie 10, Helsinki from 11:00am to 12:00 noonon August 10, 2009. The offer will be presented by Kai Telanne,President and CEO, and the participants will have an opportunity todiscuss also with other members of the company's management team.A conference call in English for investors and analysts will start at2:00pm (EET). To participate, please call +44 (0)20 7162 0077.The presentation material will be available atwww.almamedia.fi/investors at 11 am.Rauno HeinonenVice President, Corporate Communications and IRAlma Media CorporationDISTRIBUTIONNASDAQ OMX HelsinkiMain mediaThis release must not be released or otherwise distributed, in wholeor in part, in or into Australia, Hong Kong, Japan, South Africa,Canada or the United States. This release is not a tender offerdocument and as such does not constitute an offer or invitation tomake a sales offer. Investors shall accept the Tender Offer for theshares only on the basis of the information provided in a tenderoffer document. Offers will not be made directly or indirectly in anyjurisdiction where either an offer or participation therein isprohibited by applicable law or where any tender offer document orregistration or other requirements would apply in addition to thoseundertaken in Finland.The Tender Offer is not being made in any jurisdiction whereprohibited by applicable law and the tender offer document andrelated acceptance forms will not and may not be distributed,forwarded or transmitted into or from any jurisdiction whereprohibited by applicable law. In particular, the Tender Offer is notbeing made, directly or indirectly, in or into, or by use of thepostal service of, or by any means or instrumentality (including,without limitation, facsimile transmission, telex, telephone or theInternet) of interstate or foreign commerce of, or any facilities ofa national securities exchange of, Australia, Hong Kong, Japan, SouthAfrica, Canada or the United States. The Tender Offer cannot beaccepted by any such use, means or instrumentality or from withinAustralia, Hong Kong, Japan, South Africa, Canada or the UnitedStates.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 10.08.2009 - 08:05 Uhr
Sprache: Deutsch
News-ID 4512
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