Alma Media Corporation Stock Exchange Release 2 July 2009 at 17.05
ALMA MEDIA: ANNOUNCEMENT PURSUANT TO THE SECURITIES ACT, CHAPTER 2,
SECTION 10
Alma Media Corporation has today received flagging notices from
Skandinaviska Enskilda Banken, Ilkka-Yhtymä Oyj and Kaleva Kustannus
Oy. In accordance with the notices, Skandinaviska Enskilda Banken AB
(publ) (Helsinki Branch) will sell in total 11,958,000 Alma Media
shares for Ilkka-Yhtymä Oyj and Kaleva Kustannus Oy.
Skandinaviska Enskilda Banken AB (publ) (Helsinki Branch), later also
"SEB", states in its notice as follows:
"Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (business
identity code 0985469-4) has today entered into share sale and
purchase agreements with Ilkka-Yhtymä Oyj and with Kaleva Kustannus
Oy, respectively, regarding the sale of an aggregate of 11,958,000
shares in Alma Media Corporation held by SEB (the "Shares"). The sale
of the Shares is conditional upon the approval by Ilkka-Yhtymä Oyj's
Extraordinary General Meeting of Shareholders to be held on 10 August
2009 of an authorization to issue new shares in the company as well
as certain technical amendments to the company's Articles of
Association (the "Condition"). Upon the fulfilment of the Condition
the sale of the Shares will be executed immediately after the
Extraordinary General Meeting of Shareholders of Ilkka-Yhtymä Oyj.
Should the Condition not be fulfilled, the sale of the Shares will
expire.
Further, if between the signing and execution of the sale and
purchase of the Shares a third party makes an offer to purchase all
of the shares in Alma Media Corporation for a price that is
substantially higher than the purchase price agreed for the Shares
and provided also that certain other conditions agreed by the parties
are fulfilled, the sale and purchase of the Shares may be withdrawn
on certain agreed conditions.
For the event that an Extraordinary General Meeting of Shareholders
in Alma Media Corporation is convened so that the record date set for
attendance to such meeting occurs after the Condition being fulfilled
but before the settlement of the sale of the Shares, Skandinaviska
Enskilda Banken AB (publ) Helsinki Branch has undertaken, under
certain conditions, to vote in accordance with the reasonable
instructions of Ilkka-Yhtymä Oyj and Kaleva Kustannus Oy,
respectively, in such meeting.
The holding of Skandinaviska Enskilda Banken AB (publ) Helsinki
Branch in the share capital and voting rights of Alma Media
Corporation will fall below 1/20 (5 %) if the sale of the Shares will
be completed."
Ilkka-Yhtymä Oyj has, according to the company's notice, on July 1,
2009 entered a conditional agreement with Skandinaviska Enskilda
Banken AB (publ) Helsinki Branch ("SEB") regarding the purchase of an
aggregate of 7,500,000 shares in Alma Media Corporation.
Further, it is stated in the notice given by Ilkka-Yhtymä, that:
"The agreed purchase of Alma Media shares is conditional upon the
approval of Ilkka-Yhtymä Oyj's Extraordinary General Meeting of
Shareholders to be held on August 10, 2009 of an authorisation to
issue new shares in the company in connection with the refinancing,
as well as certain technical amendments to the company's Articles of
Association (the "Condition"). Upon the fulfilment of the Condition
the purchase of the Shares will be executed immediately after the
Extraordinary General Meeting of Shareholders of Ilkka-Yhtymä Oyj.
Should the Condition not be fulfilled, the purchase of the Shares
will expire. A separate announcement of the execution of the purchase
will be released after the Extraordinary General Meeting of
Shareholders.
Further, the agreement includes certain additional conditions
relating to the time period between the signing and execution of the
sale and purchase of the Shares, including the condition that in
case, during the said period, a third party makes an offer to all
Alma Media shareholders to purchase all of the shares in Alma Media
Corporation for a price that is substantially higher than the
purchase price agreed for the Shares and provided also that certain
other conditions agreed by the parties are fulfilled, the sale and
purchase of the Shares may be withdrawn on certain agreed conditions.
For the event that an Extraordinary General Meeting of Shareholders
in Alma Media Corporation is convened so that the record date set for
attendance to such meeting occurs after the execution but before the
settlement of the purchase of the Shares, the seller has undertaken
to vote in accordance with the reasonable instructions of the buyer
in such meeting.
Ilkka-Yhtymä Oyj has received information that Kaleva Kustannus Oy
has today also signed an agreement with SEB regarding 4,458,000
shares in Alma Media Corporation, this agreement being conditional
upon the fulfilment of the agreement between Ilkka-Yhtymä and SEB.
For the record it is noted that no agreements or arrangements exist
between Ilkka-Yhtymä Oyj and Kaleva Kustannus Oy regarding the shares
in Alma Media Corporation."
Kaleva Kustannus Oy has, according to the company's notice, on July
1, 2009 entered a conditional agreement with Skandinaviska Enskilda
Banken AB (publ) Helsinki Branch ("SEB") regarding the purchase of an
aggregate of 4,458,000 shares in Alma Media Corporation.
Further, it is stated in the notice given by Kaleva Kustannus Oy,
that:
"Kaleva Kustannus Oy has received information that Ilkka-Yhtymä Oyj
has today also signed an agreement with SEB regarding 7,500,000
shares in Alma Media Corporation. The purchase of the shares in Alma
Media Corporation agreed between Kaleva Kustannus Oy and SEB, the
subject of this flagging notice, is conditional upon the fulfilment
of the purchase agreement between Ilkka-Yhtymä and SEB. Upon the
fulfilment of the Condition the purchase of the Shares agreed between
Kaleva Kustannus Oy and SEB will be executed immediately on August
10, 2009 in the Stock Exchange. Should the Condition not be
fulfilled, the purchase of the Shares will expire.
Further, the agreement includes certain additional conditions
relating to the time period between the signing and execution of the
sale and purchase of the Shares, including the condition that in
case, during the said period, a third party makes on offer to all
Alma Media shareholders to purchase all of the shares in Alma Media
Corporation for a price that is substantially higher than the
purchase price agreed for the Shares and provided also that certain
other conditions agreed by the parties are fulfilled, one possible
alternative is that the sale and purchase of the Shares may be
withdrawn on certain agreed conditions. The agreement further states
that the seller has undertaken to vote in accordance with the
reasonable instructions of the buyer in the event that an
Extraordinary General Meeting of Shareholders in Alma Media
Corporation is convened so that the record date set for attendance to
such meeting occurs after the execution but before the settlement of
the purchase of the Shares.
For the record it is noted that no agreements or arrangements exist
between Kaleva Kustannus Oy and Ilkka-Yhtymä Oyj regarding Alma Media
Corporation."
Provided that the share transactions will materialize in accordance
with the agreed conditions, the shareholdings of the parties would be
as follows:
+-------------------------------------------------------------------+
| | Holding, shares | % of all shares |
| | | and votes |
|-------------------------------+-----------------+-----------------|
| Skandinaviska Enskilda Banken | 0 | 0 |
| AB (publ) Helsinki Branch | | |
|-------------------------------+-----------------+-----------------|
| Ilkka-Yhtymä Oyj | 15,218,991 | 20.40% |
|-------------------------------+-----------------+-----------------|
| Kaleva Kustannus Oy | 4,458,000 | 5.97% |
+-------------------------------------------------------------------+
The share capital of Alma Media Corporation (business identity code
1944757-4) is EUR 44,767,513.80 and it is divided into 74,612,523
shares. The company has one series of shares. Each share entitles to
one voting right. The total number of voting rights is 74,612,523.
ALMA MEDIA CORPORATION
Rauno Heinonen
Vice President, Corporate Communications and IR
For further information, please contact:
Kai Telanne, President and CEO, tel. +358 400 623 169
Distribution:
NASDAQ OMX Helsinki Oy
Main media
Alma Media in brief
Alma Media is a profitably growing 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.
Alma Media: Announcement pursuant to the Securities Act, Chapter 2, Section 10
| Source: Alma Media