Talentum Oyj - Tender offer

The final result of Alma Media Corporation’s exchange offer

Helsinki, Finland, 2015-11-17 16:40 CET (GLOBE NEWSWIRE) -- 

Talentum                     Stock Exchange Release                   17
November 2015 at 5.40 p.m. 

THE FINAL RESULT OF ALMA MEDIA CORPORATION'S EXCHANCE OFFER

THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, SINGAPORE, SOUTH
AFRICA, NEW ZEALAND, UNITED STATES OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION
OR DISTRIBUTION OR OFFER WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS. 

On 29 September 2015, Talentum Corporation (“Talentum”) and Alma Media
Corporation (“Alma Media”) 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. According to the final result of the exchange offer,
the shares tendered in the exchange offer represent approximately 94.4 per cent
of all the shares and votes in Talentum and approximately 95.2 per cent of the
issued and outstanding shares in Talentum. 

The offer period of the exchange offer ended on 12 November 2015. On 13
November 2015, Alma Media announced that it will complete the exchange offer
subject to the conditions to the completion of the exchange offer remaining
fulfilled at the time of completion in accordance with the terms and conditions
of the exchange offer. As all the conditions to the completion of the exchange
offer have been and remain fulfilled, pursuant to Alma Media it will complete
the exchange offer in accordance with its terms and conditions preliminarily
today, 17 November 2015. 

Pursuant to Alma Media, the Board of Directors of Alma Media resolved on 17
November 2015, based on the authorisation granted by the General Meeting on 17
March 2015, to issue a total of 6,896,329 new Alma Media shares to Talentum's
shareholders as the share consideration of the exchange offer and to pay a
total of EUR 19.3 million as cash consideration. Payment for the subscribed
shares will be made by assigning shares in Talentum in accordance with the
terms and conditions of the exchange offer. The share capital of Alma Media
will not be increased as a result of the share issue, but instead the amount
deemed payable for the new shares, will be recorded in the invested
unrestricted equity fund. The number of shares in Alma Media will increase from
75,486,853 to 82,383,182. The new shares will correspond approximately 8.4 per
cent of the share capital and votes in Alma Media following the completion of
the share issue. 

In accordance with Alma Media, the new shares in Alma Media issued in the
exchange offer will be delivered to the book-entry accounts of Talentum
shareholders who have validly accepted the exchange offer, and who have not
validly withdrawn their acceptance, on or about 20 November 2015. Trading in
the new shares in Alma Media is expected to commence on the official list of
Nasdaq OMX Helsinki (the “Helsinki Stock Exchange”) preliminarily on 20
November 2015. 

Pursuant to Alma Media, holders of Talentum 2013A and 2013B option rights have
accepted the exchange offer in accordance with the terms and conditions of the
exchange offer. Alma Media shall pay a total of EUR 0,1 million as option
consideration to the option right holders. 

Alma Media has informed that it intends to acquire all shares in Talentum. To
achieve this, Alma Media will acquire Talentum shares through the Helsinki
Stock Exchange up to the price equivalent to the consideration in the exchange
offer. 

Immediately after Alma Media has acquired more than nine-tenths (9/10) of all
of the shares in Talentum and votes conferred by the shares, Alma Media will
present a redemption demand to Talentum shareholders in accordance with the
Finnish Limited Liability Companies Act. Thus, shares that have not been
tendered in the exchange offer or acquired otherwise prior to the commencement
of the redemption proceeding will be redeemed by Alma Media in the manner set
forth in the Finnish Limited Liability Companies Act. 


TALENTUM CORPORATION

The Board of Directors

Further information will be given by:

Henri Österlund, Deputy Chairman of the Board of Directors, Talentum Corporation
henri.osterlund@accendofund.com
+358 50 348 9600

Aarne Aktan, CEO, Talentum Corporation
aarne.aktan@talentum.com
+358 40 342 4440

Distribution:
NASDAQ OMX Helsinki
Principal media
www.talentum.fi


TALENTUM IN BRIEF

Talentum Corporation focuses on professionals with main products of magazines,
books, digital services, trainings and events. Talentum produces contents from
various fields of economy, law, management, HR, sales and marketing, ICT,
technology and health care with the mission to help professionals succeed. 

In 2014, Talentum's net sales totalled EUR 72.3 million. The company employs
720 persons in Finland, Sweden, Denmark, Estonia and Latvia. Talentum
Corporation is listed on Nasdaq Helsinki. Read more: www.talentum.fi. 



THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, THE UNITED STATE OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 

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 AND OPTION RIGHTS 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 DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, 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, CANADA, CHINA, HONG
KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. THE
TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, THE UNITED STATES.