Alma Media Corporation will commence the mandatory tender offer for
all shares in Talentum Oyj on 19
(Thomson Reuters ONE) - Alma Media Corporation Stock Exchange Release 17 August 2009 at14:15ALMA MEDIA CORPORATION WILL COMMENCE THE MANDATORY TENDER OFFER FORALL SHARES IN TALENTUM OYJ ON 19 AUGUST 2009NOT FOR DISTRIBUTION IN AUSTRALIA, HONG KONG, JAPAN, SOUTH AFRICA,CANADA OR THE UNITED STATESAlma Media Corporation ("Alma Media") announced on 10 August 2009that it will make a mandatory tender offer for all of the issued andoutstanding shares in Talentum Oyj ("Talentum") (the "Tender Offer").The Offer Period commences on 19 August 2009 at 9.30 a.m. (Finnishtime) and ends on 15 September 2009 at 4.00 p.m. (Finnish time)unless the Offer Period is extended or discontinued in accordancewith its terms and conditions. The completion of the Tender Offer issubject to the receipt of required regulatory approvals. The TenderOffer is not dependent on reaching a certain ownership limit.The price offered for each share in Talentum (the "Share") validlytendered in accordance with the terms and conditions of the TenderOffer is EUR 1.85 in cash. The offered price for each Sharerepresents approximately a 6.3 per cent premium over the closingtrading price of the share prior to publication of the Tender Offeron 7 August 2009 (EUR 1.74) and approximately a 13.6 per cent premiumover the 3-month volume-weighted average trading price of Talentum'sshare (EUR 1.63). The complete terms and conditions of the TenderOffer are attached to this release (Appendix 1).The Finnish Financial Supervision Authority has approved today theoffer document relating to the Tender Offer. The Tender Offerdocument will be available from 19 August 2009 onwards at office ofAlma Media, address Eteläesplanadi 20, 00130 Helsinki, Finland, theoffices of Skandinaviska Enskilda Banken (publ) Helsinki Branch("SEB"), address Unioninkatu 30, 00130 Helsinki, Finland and theoffices of NASDAQ OMX Helsinki, address Fabianinkatu, 00130 Helsinki,Finland, and on the Internet at www.almamedia.fi and www.seb.fi. TheTender Offer document is available only in Finnish. In addition,printed version of the English translation of the terms and conditionof the Tender Offer are available at SEB upon request.Most of the Finnish account operators will send a notice of theTender Offer and the related instructions and acceptance forms totheir clients who are registered as shareholders in Talentum'sshareholders' register. Shareholders who do not obtain such noticefrom their account operator or asset manager can contact SEB TradingOperations department (tel. +358 9 6162 8037) from where suchshareholders will obtain all necessary information and can give theiracceptance.Alma Media currently owns 13,575,000 Shares representingapproximately 30.65 per cent of Shares and votes attached to allTalentum shares.Alma Media CorporationRauno HeinonenCorporate Communications and IRAdditional information:Kai Telanne, President and CEO, tel. +358 10 665 3500DISTRIBUTIONNASDAQ OMX HelsinkiMain mediaAlma Media in briefAlma Media is a profitable and internationally expanding company thatinvests in the future of newspapers and online media. Its best knownproducts are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.Net sales in 2008 totalled EUR 341 million and the operating marginwas over 14%. The company's share is listed in the Mid Cap segment ofthe NASDAQ OMX Helsinki. Please visit www.almamedia.com for furtherinformation.This release may 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.APPENDIX 1: TERMS AND CONDITIONS OF THE TENDER OFFER(Unofficial English translation. Should any discrepancies existbetween the Finnish and the English versions, the Finnish versionshall prevail.)Object of the Tender OfferPursuant to the terms and conditions set forth below, the Alma MediaCorporation (the "Offeror") offers to acquire all of the issued andoutstanding shares in the Company (the "Shares") not owned byTalentum Oyj (the "Company) or its subsidiary or the Offeror or itssubsidiary (the "Tender Offer").Offer PriceThe offer price for each Share validly tendered in accordance withthe terms and conditions of the Tender Offer is EUR 1.85 in cash (the"Share Offer Price").If the Company's general meeting of the shareholders resolves, priorto the Completion Date (as defined below), on the distribution ofdividend in accordance with chapter 13, section 1 of the FinnishCompanies Act, or distribution of other assets to which theshareholder having accepted the Tender Offer is entitled, the ShareOffer Price will be deducted by the amount equal to dividend or otherdistribution of assets payable on the Share, if the transactionrelating to the completion of the Tender Offer has not been settledprior to the record date of the dividend or other distribution ofassets.Offer PeriodThe time during which the Tender Offer may be accepted (the "OfferPeriod") commences on 19 August 2009 at 9.30 a.m. (Finnish time) andends on 15 September 2009 at 4.00 p.m. (Finnish time) unless theOffer Period or extended Offer Period is extended or discontinued asset forth below.The Offeror reserves the right to extend the Offer Period. TheOfferor will notify of a possible extension of the Offer Period byway of a stock exchange release on 15 September 2009, at the latest.The Offeror will also notify of a possible extension of an alreadyextended or discontinued Offer Period by the expiry date of the saidOffer Period, at the latest.The maximum duration of the Offer Period (a possible extended OfferPeriod included) is ten (10) weeks. However, if the Condition toCompletion (as defined below) is not fulfilled due to a specificobstacle, such as pending competition law proceedings, the Offerormay, pursuant to the Finnish Financial Supervision Authority Standard5.2c (record no 8/120/2004), extend the Offer Period beyond ten (10)weeks until the obstacle has been removed and the Offeror has hadreasonable time to respond to the situation. In such case the expirydate of the extended Offer Period will be published at least two (2)weeks prior to the expiry of the extended Offer Period.The Offeror has the right to discontinue the Offer Period or theextended Offer Period. The Offer Period will, however, last for atleast three (3) weeks. Should the Offeror discontinue the OfferPeriod or the extended Offer Period, the Offeror will announce itsdecision thereon as soon as possible after such decision has beenmade and, in any case, no later than five (5) banking days before theexpiry date of the Offer Period or the extended Offer Period. If theOfferor discontinues the Offer Period or the extended Offer Period,the Offer Period or the extended Offer Period will expire at suchearlier date and time announced by the Offeror.Conditions to Completion of the Tender OfferThe Offeror's obligation to accept the Shares for whose part theTender Offer has been validly accepted and the acceptance has notbeen validly withdrawn, and to complete the Tender Offer is subjectto the fulfilment of the following condition (the "Condition toComplete") or, to the extent permitted by law, waiver by the Offeroron the date or by the date on which the transactions of the Shares inaccordance with to the Tender Offer are executed (the "CompletionDate"). All regulatory approvals and other permits and clearancesrequired for the completion of the Tender Offer, including clearancesfrom competition authorities, have been received on the terms andconditions that are acceptable to the Offeror.The Finnish Competition Authority will consider the Tender Offerbased on the application submitted by the Offeror. The so-calledstage I of the Finnish Competition Authority's investigation shalltake up to one month. If the Tender Offer clearly does not havecompetition restricting effects, it is cleared during stage I.Otherwise the Finnish Competition Authority will make a decision toinitiate further proceedings (stage II) where the Tender Offer andits competitive effects are thoroughly investigated. Stage II shalltake up to three months. The Market Court may suspend the deadline bya maximum of two months.An exemption is required from the Financial Supervision Authority incase the Tender Offer is not completed due to the fact that theCondition to Complete is not fulfilled.The Offeror reserves the right to waive, to the extent permitted bylaw, the Offer Condition which has not been fulfilled.Obligation to Increase and to CompensateThe Offeror reserves the right to acquire Shares during the OfferPeriod through the public trading arranged by NASDAQ OMX Helsinki orotherwise.If the Offeror or any other party referred to in chapter 6, section10, subsection 2 of the Finnish Securities Market Act acquires, priorto the expiry of the Offer Period, Shares at a price higher than theShare Offer Price or on terms and conditions that are otherwise morefavourable than those of the Tender Offer, the Offeror shall, inaccordance with chapter 6, section 13 of the Securities Market Actamend the terms and conditions of the Tender Offer to correspond tothe terms and conditions of such acquisition (obligation toincrease). In such case, the Offeror shall, without delay, makepublic the arising of the obligation to increase and to compensate,in connection with the completion of the Tender Offer, those holdersof securities who have accepted the Tender Offer for the differencebetween the acquisition on more favourable terms and conditions thanthose of the Tender Offer and the consideration offered in the TenderOffer.If the Offeror or any other party referred to in chapter 6, section10, subsection 2 of the Securities Market Act acquires, within thenine (9) months following the expiry of the Offer Period, Shares inthe Company at a price higher than the Share Offer Price or on termsand conditions otherwise more favourable than those of the TenderOffer, the Offeror shall, in accordance with to chapter 6, section 13of the Securities Market Act, compensate those holders of securitieswho have accepted the Tender Offer for the difference between theacquisition on more favourable terms and conditions than those of theTender Offer and the consideration offered in the Tender Offer to(obligation to compensate). In such case, the Offeror shall, withoutdelay, make public the arising of the obligation to compensate and tocompensate those holders of securities who have accepted the TenderOffer for the difference between the acquisition on more favourableterms and conditions than those of the Tender Offer and theconsideration offered in the Tender Offer within one month of thearising of the obligation to compensate.According to chapter 6, section 13, subsection 5 of the SecuritiesMarket Act, no obligation to compensate arises if the payment of aprice higher than the Share Offer Price is based on an arbitral awardunder the Companies Act provided that the Offeror or any other partyreferred to in chapter 6, section 10, subsection 2 of the FinnishSecurities Market Act has not offered to acquire Shares on terms andconditions that are more favourable than those of the Tender Offerprior to or during the arbitral proceedings.Acceptance Procedure for the Tender OfferMost of the Finnish account operators will send a notice of theTender Offer and the related instructions and acceptance forms totheir clients who are registered as shareholders in the Company'sshareholders' register. Shareholders who do not obtain such noticefrom their account operator or asset manager can contact SEB TradingOperations department (tel. +358 9 6162 8037) from where suchshareholders will obtain all necessary information and can give theiracceptance.Those shareholders of the Company whose Shares are registered in thename of a nominee and who wish to accept the Tender Offer mustprovide their acceptance in accordance with the nominee'sinstructions.As regards pledged Shares, the acceptance of the Tender Offerrequires consent of the pledgee. The obtaining of such consent isresponsibility of the relevant shareholder of the Company.The shareholder of the Company who has been registered in theCompany's shareholders' register and wish to accept the Tender Offershall submit the properly completed and duly executed acceptance formto the account operator managing the shareholder's book-entry accountin accordance with the instructions given by the account operator andwithin the time limit set by the account operator or, if the accountoperator does not accept the acceptance forms (for example EuroclearFinland Oy), the shareholder may contact SEB to give the acceptanceto tender the Shares. The Offeror reserves the right to reject anyimproperly or only partially completed acceptances. The acceptanceform shall be delivered so that it is received within the OfferPeriod or, if the Offer Period has been extended, within the extendedOffer Period taking, however, into account the instructions given bythe account operator. The method of delivery of acceptance forms isat the option and risk of the shareholder, and the acceptance form isconsidered to have been delivered only when actually received by theaccount operator or SEB.By accepting the Tender Offer, the shareholders of the Companyauthorise SEB or the account operator managing their book-entryaccount to sell the Shares to the Offeror in accordance to the termsand conditions of the Tender Offer.A shareholder may accept the Tender Offer only unconditionally andfor all Shares registered on the relevant book-entry account. TheOfferor has the right to reject any acceptance that concerns only apart of the Shares held by the shareholder on the same book-entryaccount.A shareholder who has validly accepted the Tender Offer in accordancewith the terms and conditions of the Tender Offer may not sell orotherwise dispose of the tendered Shares unless otherwise provided bymandatory legislation. A transfer restriction in respect of theShares will be registered on the relevant book-entry account afterthe shareholder has delivered the acceptance form of the TenderOffer. If the Tender Offer is not completed, the transfer restrictionregistered on the Shares will be removed from the book-entry accountas soon as possible and within approximately three (3) Finnishbanking days following the announcement of the withdrawal of theTender Offer.Withdrawal RightThe acceptance of the Tender Offer is irrevocable and it cannot bewithdrawn unless otherwise provided by applicable law (chapter 6,section 8 of the Securities Market Act). However, should the Offerperiod be extended so that it lasts over 10 weeks, the acceptancemade in accordance with the terms and conditions of the Tender Offercan be withdrawn during the period of time of the Offer Periodexceeding 10 weeks. In such case, in order to be considered to bedone validly, the withdrawal must be made in accordance with theprocedure set forth in this section Withdrawal Right.The proper withdrawal of the validly tendered Shares requires that awritten notice of withdrawal is submitted to the same accountoperator to whom the acceptance form with respect to such Shares wassubmitted. In case the acceptance form was submitted to SEB, also thenotice of withdrawal must be submitted to SEB. In case of holdingsthat are registered in the name of a nominee, the shareholder shallinstruct the nominee to submit the notice of withdrawal.If the shareholder withdraws its acceptance of the Tender Offer inaccordance with the terms and conditions of the Tender Offer, thetransfer restriction registered on the tendered Shares in therelevant book-entry account will be removed as soon as possible andwithin approximately three (3) Finnish banking days following thereceipt of the a notice of withdrawal in accordance with the termsand conditions of the Tender Offer.The Shareholder has the right to re-tender the withdrawn Shares atany time prior to the expiry of the extended Offer Period byfollowing the acceptance procedure set forth in section AcceptanceProcedure for the Tender Offer.Possible fees charged by a book-entry account operator or a nomineefor the withdrawal will be borne by the shareholder withdrawing theacceptance.Announcement of the Result of the Tender OfferThe Offeror will announce the preliminary result of the Tender Offerby estimation on or about the first (1st) Finnish banking dayfollowing the expiry of the Offer Period or, if applicable, theextended Offer Period, and the final result on or about the third(3rd) Finnish banking day following the expiry of the Offer Periodor, if applicable, the extended Offer Period. In the announcementconcerning the final result, the percentage amount of those Sharesfor which the Tender Offer has been validly accepted will beconfirmed.Terms of Payment and Settlement of the SharesThe sale and purchase of those Shares validly tendered in accordancewith the terms and conditions of the Tender Offer will be executed onthe Completion Date which is, at the latest, the fourth (4th) Finnishbanking day following the expiry of the Offer Period or, whereapplicable, the extended Offer Period (the "Completion Date"). Theacquisition of the Shares will take place on NASDAQ OMX Helsinki.The settlement of the transactions will be effected on or about onthe third (3rd) Finnish banking day following the Completion Date(the "Settlement Date"). The payment of the Share Offer Price will bedeposited on the Settlement Date into the account connected to theshareholder's book-entry account or, in the case of shareholderswhose holdings are registered in the name of a nominee, into the bankaccount specified in the acceptance form. If the shareholder's bankaccount is with a different banking institution than suchshareholder's book-entry account, the Share Offer Price will be paidto the shareholder's bank account in accordance with the schedule forpayment transactions between financial institutions so that thepayment is on the shareholder's bank account approximately on thesecond (2nd) Finnish banking day following the Settlement Date, atthe latest.The Offeror reserves the right to postpone the payment of the ShareOffer Price if the payment is hindered or interrupted due to a forcemajeure event. However, the Offeror shall effect such paymentimmediately once the force majeure event hindering or interruptingthe payment has been settled.Transfer of TitleTitle to the Shares in respect of which the Tender Offer has beenvalidly accepted in accordance with the terms and conditions of theTender Offer will pass to the Offeror on the Settlement Date againstthe payment of the Share Offer Price.Transfer Tax and Other PaymentsThe Offeror shall be responsible for the Finnish transfer tax, ifany, payable on the sale and purchase of the Shares in accordancewith the Tender Offer.Possible fees charged by a book-entry account operator in accordancewith the agreement concluded with the shareholder as well as feescharged by book-entry account operators, asset managers or nomineesor any other party in accordance with their agreement with theshareholder for releasing pledges or removing other possiblerestrictions preventing a sale of the Shares and other such fees willbe borne by the shareholder.The Offeror shall be responsible for other customary fees relating tobook-entry registrations required for the purposes of the TenderOffer, the sale and purchase of the Shares tendered under the TenderOffer or the payment of the Share Offer Price.Other MattersThe Offeror reserves the right (i) to amend the terms and conditionsof the Tender Offer pursuant to chapter 6, section 7 of theSecurities Market Act, amongst others, in a situation where theCompany otherwise than as a part of its ordinary business wouldresolve on issuing Shares or granting special rights entitling to theShares or increasing the number of Shares or (ii) to extend the OfferPeriod and amend the terms and conditions of the Tender Offerpursuant to chapter 6, section 8 of the Securities Market Act.The Offeror has the right to resolve, at its own discretion, on allother matters relating to the Tender Offer.THE TENDER OFFER IS NOT MADE, DIRECTLY OR INDIRECTLY, IN OR INTO AJURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFERDOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BEDISTRIBUTED, FORWARDED OR TRANSMITTED IN ANY MANNER, SUCH AS BY MAIL,TELEFAX, E-MAIL OR TELEPHONE OR IN ANY OTHER MANNER, TO OR FROM AJURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 17.08.2009 - 13:15 Uhr
Sprache: Deutsch
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