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2009-11-17 13:30:00 CET 2009-11-17 13:30:01 CET REGULATED INFORMATION Talentum Oyj - Company AnnouncementPRELIMINARY RESULT OF ALMA MEDIA CORPORATION'S TENDER OFFER FOR ALL SHARES IN TALENTUM OYJTalentum Oyj Company Announcement November 17, 2009 at 14.30 pm PRELIMINARY RESULT OF ALMA MEDIA CORPORATION'S TENDER OFFER FOR ALL SHARES IN TALENTUM OYJ 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 published a stock exchange release on 9 September 2009 informing that the Competition Authority has referred the Tender Offer to continued consideration. The continued consideration may last three months at most. Alma Media published a stock exchange release on 14 September 2009 informing that it has decided to extend the Offer Period of the Tender Offer by one month, to end on 15 October 2009 at 4:00 p.m. (Finnish time) (the “Extended Offer Period”). Alma Media published a stock exchange release on 14 October 2009 informing that it has decided to extend the Extended Offer Period of the Tender Offer to end on 16 November 2009 at 4:00 p.m. (Finnish time) (the “Extended Offer Period”). Alma Media published a stock exchange release on 6 November 2009 informing that it has today been informed that the Finnish Competition Authority has approved, by its decision dated 6 November 2009, the Talentum acquisition by Alma Media. The approval does not include any terms or conditions. Alma Media is not aware of any other regulatory approvals that are necessary with respect to the Tender Offer and the Condition to Complete has thus been fulfilled. As previously informed, the Tender Offer ended on 16 November 2009 at 4:00 p.m. (Finnish time). Alma Media has disclosed in its company announcement today as follows: According to the preliminary result of the Tender Offer, shareholders holding a total of 661,295 Talentum's shares and representing approximately 1.49 per cent of all votes in Talentum have tendered their shares in the Tender Offer in accordance with its terms and conditions. When taking into account the abovementioned shares, Alma Media Group's holding in Talentum will rise to 14,236,295 shares which represents approximately 32.14 per cent of all votes in Talentum and 32.64 per cent of votes when taking into account 681,000 shares held by Talentum which do not carry a voting right. The final result of the Tender Offer will be published on 19 November 2009. The company announcement of Alma Media Corporation on November 17, 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 17 November 2009 at 13.15 PRELIMINARY RESULT OF ALMA MEDIA CORPORATION'S TENDER OFFER FOR ALL SHARES IN TALENTUM OYJ The mandatory tender offer (the “Tender Offer”) by Alma Media Corporation (“Alma Media”) for all issued and outstanding shares in Talentum Oyj (“Talentum”), commenced on 19 August 2009, expired as previously announced on 16 November 2009 at 4:00 p.m. (Finnish time). Alma Media announced on 6 November 2009 that the Finnish Competition Authority approved the Talentum acquisition and the precondition for the completion of the Tender Offer was thus fulfilled. According to the preliminary result of the Tender Offer, shareholders holding a total of 661,295 Talentum's shares and representing approximately 1.49 per cent of all votes in Talentum have tendered their shares in the Tender Offer in accordance with its terms and conditions. When taking into account the abovementioned shares, Alma Media Group's holding in Talentum will rise to 14,236,295 shares which represents approximately 32.14 per cent of all votes in Talentum and 32.64 per cent of votes when taking into account 681,000 shares held by Talentum which do not carry a voting right. The final result of the Tender Offer will be published on 19 November 2009. Kai Telanne, President and CEO of Alma Media, states the following: - The approval of the Competition Authority makes it possible for us to complete the mandatory tender offer and allows latitude in respect of our ownership in Talentum in the future. Talentum's recent statements regarding short-term outlook, amongst others, support our view of the offered price for the company's shares being on a correct level. Since the board of directors of Talentum did not recommend accepting the tender offer, the low acceptance rate was expected. In accordance with the terms and conditions of the Tender Offer, the Tender Offer will be executed and the consideration will be paid to all Talentum shareholders having accepted the Tender Offer. The sale and purchase of the shares will be executed on or about 20 November 2009 at the latest and will be settled on or about 25 November 2009 at the latest. The payment of the offer price for the shares will be deposited on the settlement date in the account connected to the shareholder's book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, in the bank account specified in the acceptance form. If the shareholder's bank account is with a different banking institution than such shareholder's book-entry account, the offer price will be on the shareholder's bank account in accordance with the schedule for payment transactions between financial institutions, approximately on the second Finnish banking day following the payment. Alma Media Corporation Rauno Heinonen Corporate Communications and IR Additional information: Kai Telanne, President and CEO, tel. +358 10 665 3500 DISTRIBUTION NASDAQ OMX Helsinki Main media Alma Media in brief Alma Media is a profitable and internationally expanding company that invests in the future of newspapers and online media. Its best known products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com. Net sales in 2008 totalled EUR 341 million and the operating margin was over 14%. The company's share is listed in the Mid Cap segment of the NASDAQ OMX Helsinki. Please visit www.almamedia.com for further information.” |
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