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2009-09-09 11:40:00 CEST 2009-09-09 11:40:01 CEST REGULATED INFORMATION Talentum Oyj - Company AnnouncementTHE DECISION OF THE FINNISH COMPETITION AUTHORITY CONCERNING ALMA MEDIA CORPORATION'S MANDATORY TENDER OFFER FOR TALENTUM OYJ'S SHARESTalentum Oyj Company Announcement September 9, 2009 at 12.40 pm THE DECISION OF THE FINNISH COMPETITION AUTHORITY CONCERNING ALMA MEDIA CORPORATION'S MANDATORY TENDER OFFER FOR TALENTUM OYJ'S SHARES Alma Media Corporation (“Alma Media”) has made a mandatory tender offer (“Tender offer”) for all of the shares in Talentum Oyj (“Talentum”). The cash consideration offered for the shares is EUR 1.85 per each share in Talentum. The Tender offer has commenced on 19 August 2009 at 9.30 a.m. (Finnish time) and ends on 15 September 2009 at 4.00 p.m. (Finnish time), unless the offer period is extended in accordance with the terms and conditions of the mandatory Tender offer. The Finnish Financial Supervisory Authority has on 17 August 2009 approved the offer document regarding the mandatory Tender offer published by Alma Media on 19 August 2009. The Board of Directors of Talentum Oyj issued on September 4, 2009 the statement referred to in Chapter 6 Section 6 of the Finnish Securities Market Act regarding the mandatory tender offer published by Alma Media on 10 August 2009 concerning the shares in Talentum. Alma Media has disclosed in its company announcement today as follows: The Finnish Competition Authority has referred the Tender offer to continued consideration. In continued consideration, the Finnish Competition Authority may approve the acquisition as such, set terms and conditions for its approval or propose that the Market Court rejects the transaction. The continued consideration may last three months at most. The company announcement of Alma Media Corporation on September 9, 2009 is in full after this company announcement. TALENTUM OYJ Juha Blomster CEO Further information: Tuomo Saarinen, Chairman of the Board of Directors, tel. +358 500 223 970 DISTRIBUTION NASDAQ OMX Helsinki Principal media “Alma Media Corporation Stock Exchange Release 9 September 2009 at 11.20 a.m. FINNISH COMPETITION AUTHORITY HAS REFERRED ALMA MEDIA CORPORATION'S TENDER OFFER FOR TALENTUM OYJ'S SHARES TO CONTINUED CONSIDERATION Alma Media Corporation (“Alma Media”) announced on 10 August 2009 that it will make a mandatory public tender offer for all of the issued and outstanding shares in Talentum Oyj (“Talentum”) (the “Tender Offer”). The Tender Offer commenced on 19 August 2009 at 9:30 a.m. (Finnish time) and will end on 15 September 2009 at 4:00 p.m. (Finnish time) (the “Offer Period”) unless the Tender Offer is extended or discontinued in accordance with its terms and conditions. The consideration offered for each Share in Talentum validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 1.85 in cash. According to the terms and conditions of the Tender Offer, the Tender Offer is subject to the receipt of all regulatory and other permits and approvals required for the completion of the Tender Offer, including clearances from competition authorities, on the terms and conditions that are acceptable to Alma Media. Alternatively, Alma Media may, to the extent that is possible according to the law, waive this precondition for the completion. Alma Media has been informed today that the Finnish Competition Authority has referred the Tender Offer to continued consideration. In continued consideration, the Finnish Competition Authority may approve the acquisition as such, set terms and conditions for its approval or propose that the Market Court rejects the transaction. The continued consideration may last three months at most. Alma Media will announce the possible extension of the Offer Period at the latest upon the expiry of the preliminary offer period on 15 September 2009. Alma Media Corporation Rauno Heinonen Vice President, Corporate Communications and IR Additional information: Kai Telanne, President and CEO, tel. +358 10 665 3500 DISTRIBUTION NASDAQ OMX Helsinki Main media This release may not be released or otherwise distributed, in whole or in part, in or into Australia, Hong Kong, Japan, South Africa, Canada or the United States. This release is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer. Investors shall accept the Tender Offer for the shares only on the basis of the information provided in a tender offer document. 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 tender offer document or registration or other requirements would apply in addition to those undertaken in Finland. The Tender Offer is not being made in any jurisdiction where prohibited by applicable law and the tender offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or the Internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Hong Kong, Japan, South Africa, Canada or the United States. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within Australia, Hong Kong, Japan, South Africa, Canada or the United States.” |
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