2015-10-14 15:25:00 CEST
2015-10-14 15:25:04 CEST
Alma Media - Tender offer
Pro Forma Financial Information for the Planned Combination of Alma Media and Talentum
Alma Media Corporation Stock Exchange Release 14 October 2015 at 4:25 p.m.
Pro Forma Financial Information for the Planned Combination of Alma Media and
Talentum
This stock exchange release may not be published or distributed, in whole or in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.
On 29 September 2015, Alma Media Corporation (“Alma Media” or the “Company”) and
Talentum Corporation (“Talentum”) announced their plan to combine their
businesses by means of a public exchange offer made by Alma Media to Talentum's
shareholders and option right holders, which offer is recommended by Talentum's
Board of Directors to its shareholders and option right holders. As part of the
Exchange Offer preparation process, Alma Media has compiled unaudited pro forma
financial information for the year 2014 and for the first six month period of
2015. Unaudited pro forma financial information is presented to illustrate the
financial impact of the combination on Alma Media's financial information. The
unaudited pro forma financial information is presented for illustrative purposes
only. Because of its nature, the unaudited pro forma financial information
addresses a hypothetical situation and, therefore, does not represent Alma
Media's actual results of operations or financial position.
The unaudited pro forma financial information included in this Stock Exchange
Release and in the Annex 1 is based on financial information derived from Alma
Media's and Talentum's audited consolidated financial statements as at and for
the year ended 31 December 2014 and unaudited interim financial information for
the six month period ended 30 June 2015. The unaudited pro forma financial
information has been prepared on a basis consistent with IFRS as adopted by the
EU and in a manner consistent with the accounting principles applied in Alma
Media's consolidated financial statements.
The unaudited pro forma statement of comprehensive income for the year ended 31
December 2014 and for the six months ended 30 June 2015 have been compiled
assuming that the combination had been completed on 1 January 2014.The unaudited
pro forma balance sheet as of 30 June 2015 has been compiled assuming the
combination had been completed on 30 June 2015.
The pro forma adjustments in the unaudited pro forma financial information are
based upon available information and certain assumptions, which are described in
the accompanying notes. It should be noted that due to the nature of the
Exchange Offer, Alma Media has not had access to Talentum's accounting records
or to any other Talentum internal documentation and, as a result, the pro forma
financial information is solely based on publicly available information of
Talentum. There can be no assurance that the assumptions used in the preparation
of the unaudited pro forma financial information will prove to be correct.
Further, the purchase price allocation has been made as a preliminary and based
on the balance sheet information as at June 30, 2015, as a result, the final
outcome of the Combination at the acquisition date may materially differ from
this unaudited pro forma financial information.
Unaudited pro forma statement of comprehensive income for the six month period
ended 30 June 2015
MEUR Alma Media Talentum Pro forma Alma Media adjustments Pro forma
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue 144,9 37,0 -0,2 181,7
Other operating 3,0 0,3 3,3
income
Materials and -36,4 -5,0 -41,4
services
Expenses arising from -62,5 -17,9 -80,4
employee benefits
Depreciation, -6,8 -0,6 -0,5 -8,0
amortisation and
impairment
charges
Other operating -31,4 -12,1 0,3 -43,3
expenses
Share of profit of 0,1 -0,1 0,0
associated companies
Operating profit 10,8 1,7 -0,6 11,9
Finance income 0,3 0,1 0,4
Finance expenses -1,3 -0,3 -0,1 -1,7
Share of profit of 0,5 -0,4 0,2
associated companies
Profit before tax 10,4 1,5 -1,1 10,7
Income tax -2,2 -0,1 0,1 -2,2
Profit for the period 8,2 1,3 -0,9 8,5
Other comprehensive
income
Items that are not
later transferred to
berecognised through
profit or loss
Items arising due to
the redefinitionof
net defined benefit
liability (or
assetitem)
Tax on items that are
not latertransferred
to be recognised
throughprofit or loss
Items that may later
be transferred to
berecognised through
profit or loss
Translation 0,6 0,5 1,1
differences
Share of other 0,2 -0,2 0,0
comprehensive
incomeof
associated companies
Other comprehensive 0,7 0,5 -0,2 1,1
income for theyear,
net of tax
Total comprehensive 8,9 1,9 -1,1 9,7
incomefor the period
Profit for the period
attributable to
Owners of the parent 7,0 1,3 -0,9 7,4
Non-controlling 1,1 0,0 1,1
interest
Total comprehensive
income for the period
attributable to
Owners of the parent 7,7 1,8 -1,1 8,5
Non-controlling 1,1 1,1
interest
Unaudited pro forma statement of comprehensive income for the year ended 31
December 2014
MEUR Alma Talentum Pro forma Alma Media
Media
adjustments Pro forma
(audited) (audited) (unaudited) (unaudited)
Revenue 295,4 72,3 -0,5 367,2
Other operating 3,2 0,7 3,9
income
Materials and -77,5 -10,0 -87,5
services
Expenses arising from -120,8 -34,5 -155,3
employee benefits
Depreciation, -15,7 -1,3 -1,0 -18,0
amortisation and
impairment
charges
Other operating -64,0 -24,0 -1,9 -89,9
expenses
Share of profit of 0,2 -0,2 0,0
associated companies
Operating profit 20,7 3,4 -3,6 20,4
Finance income 0,4 0,8 1,2
Finance expenses -3,1 -0,4 -0,2 -3,7
Share of profit of 1,7 -0,7 1,0
associated companies
Profit before tax 19,7 3,8 -4,6 18,9
Income tax -4,0 -1,1 0,3 -4,7
Profit for the period 15,7 2,8 -4,3 14,2
Other comprehensive
income
Items that are not
later transferred to
berecognised through
profit or loss
Items arising due to -0,3 0,3 0,1
the redefinitionof
net defined benefit
liability (or
assetitem)
Tax on items that are 0,0 -0,1 -0,1
not latertransferred
to be recognised
throughprofit or loss
Items that may later
be transferred to
berecognised through
profit or loss
Translation 0,2 -1,6 -1,4
differences
Share of other -0,4 0,4 0,0
comprehensive
incomeof
associated companies
Other comprehensive -0,6 -1,3 0,4 -1,5
income for theyear,
net of tax
Total comprehensive 15,1 1,5 -3,9 12,7
incomefor the period
Profit for the period
attributable to
Owners of the parent 14,2 2,8 -4,3 12,7
Non-controlling 1,5 0,0 1,5
interest
Total comprehensive
income for the period
attributable to
Owners of the parent 13,6 1,5 -3,9 11,2
Non-controlling 1,5 1,5
interest
Unaudited pro forma balance sheet as at 30 June 2015
MEUR Alma Media Talentum Pro forma Alma Media
adjustments Pro forma
(unaudited) (unaudited) (unaudited) (unaudited)
Non-current assets
Intangible assets 38,1 15,5 11,9 65,5
Goodwill 73,9 21,1 30,9 125,9
Property, plant and 73,0 0,8 73,8
equipment
Investments in 25,3 0,4 -19,4 6,4
associated companies
Other non-current 3,7 0,8 4,4
financial assets
Deferred tax assets 1,4 0,6 2,0
Total non-current 215,4 39,2 23,5 278,0
assets
Current assets
Inventories 1,2 1,0 2,2
Current assets 28,6 10,6 0,1 39,3
Cash and cash 13,6 2,7 -2,2 14,1
equivalents
Total current assets 43,4 14,3 -2,1 55,6
Total assets 258,7 53,5 21,4 333,6
Equity
Share capital 45,3 18,6 -18,6 45,3
Share premium reserve 7,7 7,7
Treasury shares -0,8 0,8 0,0
Foreign currency -1,9 -0,5 0,5 -1,9
translation reserve
Reserve for invested 0,0 -1,5 20,4 18,9
unrestricted equity
Retained earnings 36,1 2,5 -4,9 33,7
Equity attributable 87,2 18,3 -1,8 103,7
to owners of
theparent
Non-controlling 15,0 0,1 15,1
interest
Total equity 102,2 18,4 -1,8 118,8
Non-current
liabilities
Non-current interest 69,1 1,3 70,4
-bearingliabilities
Deferred tax 7,0 3,2 2,3 12,6
liabilities
Pension liabilities 2,7 0,1 2,8
Provisions 0,0 0,2 0,2
Total non-current 78,8 4,8 2,3 86,0
liabilities
Current liabilities
Current financial 11,8 6,8 20,9 39,4
liabilities
Advances received 19,5 12,5 32,0
Provisions 0,5 0,5
Trade and other 46,0 10,9 56,9
payables
Total current 77,7 30,3 20,9 128,8
liabilities
Total equity and 258,7 53,5 21,4 333,6
liabilities
Annex 1: Unaudited pro forma financial information published by Alma Media
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
Further information:
Juha Nuutinen, Chief Financial Officer, Tel. +358 10 665 3873
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 work 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.
Important Notice
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, South Africa or any other jurisdiction where prohibited by
applicable laws or regulations. This release is not an 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.
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