Alma Media announces an exchange offer to Talentum's shareholders recommended by
Talentum's Board of Directors
Alma Alma Media Corporation Stock Exchange Release 29
September 2015 at 8:30 a.m.
Alma Media and Talentum announce the combination of the companies – Alma Media
announces an exchange offer to Talentum's shareholders recommended by Talentum's
Board of Directors
This stock exchange release may not be published or distributed, in whole or in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.
Alma Media Corporation (“Alma Media” or the “Company”) and Talentum Oyj
(“Talentum”) have agreed on the combination of their businesses (the
“Combination”) under a combination agreement entered into on 28 September 2015
(the “Combination Agreement”).
Pursuant to the Combination Agreement, the Combination will be implemented by
Alma Media offering to acquire all Talentum's issued and outstanding shares (the
“Talentum Shares”) and securities entitling to shares which are not owned by
Talentum or its subsidiaries (the “Exchange Offer”). Prior to the Exchange
Offer, Alma Media holds, directly or indirectly, 32.14 per cent of the Talentum
Shares.
In the Exchange Offer, the Company offers 0.25 new shares of the Company (the
“New Shares”) as share consideration (the “Share Consideration”) and EUR 0.70 as
cash consideration (the “Cash Consideration”) for each Talentum share (the Share
Consideration and the Cash Consideration jointly as the “Offer Consideration”).
The offer also concerns options entitling to shares (as described in more detail
below). The structure of the offer gives Talentum's shareholders the possibility
to receive cash consideration for their shares while continuing as shareholders
in the company combining the businesses of Alma Media and Talentum (the
“Combined Company”).
The Offer Consideration corresponds to a premium of approximately 24.4 per cent
in comparison to Talentum's volume-weighted average share price (EUR 1.15) on
NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) in the three-month
-period prior to the announcement of the Exchange Offer ending 28 September
2015, when the Share Consideration is valued at the volume-weighted average
share price of Alma Media in the same period (EUR 2.93).
The Offer Consideration corresponds to a premium of approximately 22.5 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015, i.e. on the final trading day prior to the
announcement of the Exchange Offer, when the Share Consideration is valued at
the volume-weighted average share price of Alma Media (EUR 2.93) in the three
-month-period ending 28 September 2015.
The Offer Consideration corresponds to a premium of approximately 14.3 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015 based on the closing price of the Alma Media
share (EUR 2.55) on the same day.
Alma Media offers EUR 0.11 as option consideration for each Talentum 2013A
-series option right and EUR 0.06 as option consideration for each Talentum
2013B-series option right (the “Option Consideration”).
Talentum's Board of Directors has announced that it considers the offer to be in
the interests of the Talentum shareholders and recommends that the shareholders
and option rights holders accept the Exchange Offer. The recommendation by the
Board of Directors is appended to this release. Talentum shareholders Ilmarinen
Mutual Pension Insurance Company and Accendo Capital SICAV SIF , who together
represent 20.98 per cent of the shares and votes in Talentum prior to the
Exchange Offer, have undertaken to accept the Exchange Offer subject to certain
conditions.
The offer period of the Exchange Offer is expected to begin on or about 15
October 2015 and is initially expected to end on 12 November 2015 unless the
offer period is extended (the “Offer Period”). The combined exchange offer
document and listing prospectus, including the unaudited pro forma financial
information illustrating the financial effects of the Combination, is expected
to be published on or about 14 October 2015.
The Exchange Offer is subject to, inter alia, (i) Alma Media obtaining over
ninety (90) per cent of the issued and outstanding shares and votes in Talentum
through the Exchange Offer, (ii) the receipt of all official approvals for
completing the Exchange Offer and the Combination, including approvals from the
competition authorities, in such manner that all terms possibly set forth
therein are reasonably acceptable from Alma Media's viewpoint, and (iii) no
material adverse change having occurred in Talentum or its operational
environment. If the Company acquires ownership of more than ninety (90) per cent
of all shares and votes produced by shares in Talentum, the intention is to
redeem any possible minority holdings and to request the Helsinki Stock Exchange
for permission to delist the Talentum Shares from the stock exchange list.
The proposed combination
The proposed combination is expected to create significant value to the
shareholders of both Alma Media and Talentum based on, inter alia, the
advantages of having a larger business entity on the digitalising media market,
on the concrete cost synergies, and on utilising the subscriber potential of the
Combined Company.
·
The Combined Company is significantly larger than the current Talentum and Alma
Media (the combined 2014 revenue[1] is approximately EUR 367 million), which, as
an even more stable business entity, benefits the shareholders and personnel of
the Combined Company. The Combined Company's balance sheet position remains
strong (as at 30 June 2015, the combined preliminary equity ratio[2] is
approximately 39 per cent), which gives the company the possibility to continue
the investments required by the digitalisation of the media market and to engage
in an active dividend payment policy.
·
The goal of the Combined Company is to be a multichannel media company that
produces high-quality journalism, professional literature and professional
events and other services to its target groups. The strategy of the Combined
Company is to grow the share of digital consumer and business services in its
revenue and to introduce new digital services into the market, including
services from other fields in addition to publishing.
·
The goal of the Combined Company is to be an employer that is motivating and
attractive to its employees and that invests particularly in the development of
the personnel's digital know-how.
·
The intention of the Combined Company is to combine Talentum's business
operations and Alma Media's Financial Media and Business Services into a new
business unit called Professional Media and Business Services (working title).
The new business unit will clearly be one of the Combined Company's largest
business operations (Talentum's and Alma Media's Financial Media and Business
Services unit's aggregate revenue for 2014 is approximately EUR 124 million), as
a result of which the group's operational emphasis will be more strongly on
professional media and business services.
·
Based on Alma Media's preliminary estimate, the annual cost synergies expected
from the Combination may amount to EUR 4 - 5 million. The Combination also
offers the possibility to achieve material income synergies in the long term.
The realised level of full synergies is also partly dependent on factors beyond
the Combined Company's control, such as the economic development of the central
market areas. According to Alma Media's preliminary estimate, the integration
costs resulting from the Combination will be approximately EUR 1-2 million in
the first year of operation following the Combination.
·
Based on Alma Media's assumption, the Combination is also likely to improve the
liquidity of the Combined Company's share in comparison to the current low
liquidity of the Alma Media and Talentum shares. Based on Alma Media's view, the
low liquidity has an adverse effect from the viewpoint of the shareholders as
it, inter alia, hinders efficient trading with the share, decreases the interest
towards the share, and decreases the significance of daily trading in
determining the value of the share.
Comments of the companies' management
Harri Suutari, Chairman of the Board of Directors, Alma Media:
“Alma Media has taken on the difficulties faced by the traditional publishing
with determined transformation: over one third of the company’s revenue and two
thirds of the company’s EBITDA come from the digital business. The agreed
Combination with Talentum enforces Alma Media’s ability to invest in the digital
future and increases ownership value.”
Henri Österlund, Deputy Chairman of the Board of Directors, Talentum:
“Talentum has developed strongly as an independent company due to its brands and
target groups. Our mission is to help professionals succeed. The target groups
of Talentum's media services, events, and trainings are the society's most
educated professionals in their own respective fields. The circulations of our
printed media have held up very well in a difficult market, and we have managed
to improve the profitability.
We foresee that the segmentation of the media market will continue, wherefore
Talentum's target group of educated professionals will in the future become all
the more valuable a customer group. The importance of the digital media will
also be further emphasised. Thus, we adopt a positive attitude towards the
combination because the Combined Company will be able to provide better
professional media services by combining Talentum's optimal target group and
Alma Media's success in digital services, such as the recruitment business.
In our opinion, the fact that Alma Media's shares are received as part of the
Offer Consideration is a positive thing to Talentum's shareholders because of
the strong future prospects. Talentum's Board of Directors is hoping that the
Combined Company will concentrate all the more on the professional media
services with the help of Talentum's strong brands and knowledge. With the help
of the share consideration, Talentum's owners will be able to join a company
which in our opinion has, out of the Finnish media companies, the best
opportunities to make all the more profitable business for the best target
groups.”
Kai Telanne, President and CEO, Alma Media:
“Talentum’s strong brands and know-how will significantly increase the supply of
Alma Media’s professional media and business services. The combining entity will
create a solid foundation for new investments especially into the digital media
and service business. The Combination of Alma Media and Talentum will quickly
result in cost advantages and in the long term the growth of the business entity
will render it possible to produce better products and services for our clients
and better work opportunities for our personnel.”
Aarne Aktan, Chief Executive Officer, Talentum:
“Talentum has been able to improve its profitability over the past years
especially by increasing its circulation profits, by cutting expenses, and
through successful transactions. In addition, our strategy has relied on growing
our digital sales. If completed, the Combination of Talentum and Alma Media will
give the new company even more possibilities to develop new digital consumer and
business services. I believe that our customers will benefit from the
Combination.”
The purpose of the proposed Combination
In the recent years, the media industry has undergone changes due to the change
in technological development and consumer behaviour and the increased
international competition resulting therefrom. The digital media has become an
even more important channel in addition to the traditional print media. The fact
that media users have become customers of the digital media has partly
accelerated the technological development of the media industry while
technological development in the form of new products and services has shaped
media use. Finnish media companies are experiencing increasing competition
especially in the advertising market, mainly from American companies.
Alma Media believes that the Combined Company has a good possibility to develop
the company's digital services on the basis of Alma Media's digital knowledge
and, at the same time, to develop Talentum's offer of services in particular.
The Combined Company will have the benefits of scale with regard to digital
development as it may promote the development of the products and services of
both Alma Media and Talentum through investments into product and service
development, and it will have better, combined human resources for conducting
such development. Alma Media believes that through the Combination, new and
even better services and products can be offered to the readers, subscribers,
advertisers, and other business customers.
Furthermore, Alma Media believes that the Combined Company can utilise its
strong brands and introduce new services and products into the market with the
help of the brands. Alma Media and Talentum have a long experience especially as
a provider of professional and decision-making media, which renders it possible
to market the Combined Company's products more efficiently among the existing
customers of the Combined Company and to new customer groups as well.
The goal of Alma Media is to make the Combined Company an employer that is
motivating and attractive to employees and that invests particularly in the
development of the personnel's digital know-how.
The Combined Company
Overview
The basis of the Combined Company is the combining of Talentum's operations with
Alma Media's Financial Media and Business Services unit. The new combined
Professional Media and Business Services (working title) unit will clearly be
one of the Combined Company's largest business operations. The support
functions, including finance, personnel, ICT, and the administrative functions
of a listed company, will be combined at the group level. In other respects, the
other business units of Alma Media will continue their operation after the
Combination.
The preliminary combined revenue of the Combined Company in 2014 would have been
approximately EUR 367 million, the combined operating profit[3] would have been
approximately EUR 22 million, and the combined EBITDA[4] approximately EUR 40
million. In the six-month period ending 30 June 2015, Alma Media had an average
of 1,766 full-time employees and Talentum had an average of 727 full-time
employees. The Combined Company will have offices in Finland, Sweden, Denmark,
Estonia, Latvia, and Central Europe, including the Czech Republic and Slovakia.
Strategy
The strategy of the Combined Company is to be a multichannel media company that
produces high-quality journalism and supporting services to its target groups.
The strategy of the Combined Company is to grow the share of digital consumer
and business services in its revenue and to introduce new digital services into
the market, including services from other fields in addition to publishing.
The Professional Media and Business Services (working title) unit created as a
result of the Combination will operate in the field of financial and
professional media and different information and business services in Finland
and in the other Nordic Countries. The strategy of the business unit is to:
·
Utilise the unit's strong brand portfolio (including Kauppalehti, Talouselämä,
Arvopaperi, and Tekniikka ja Talous in Finland and Affärsvärlden, Ny Teknik, and
Objektvision.se in Sweden) in the development of its media business services and
in expanding its operation particularly into new digital pay services;
· to produce high-quality journalism with the help of a high-level and
versatile editorial personnel.
·
to maintain and develop long-standing and strong customer relationships with
high-quality target groups among the professionals and business leaders of
different fields;
·
to cross-sell products and services efficiently by utilising the business unit's
existing broad customer bases and its own marketing and sales channels; and
·
to strengthen the unit's competitiveness in the advertising market by combining
the business unit's high-quality target groups with the digital network and know
-how of the Alma Group.
Alma Media believes that the new business unit has the possibility to grow its
business operations, both organically and through possible acquisitions, with
the help of different services that support and utilise the media business, such
as digital information services. The Combination will expand the variety of
the services offered to the customers of the business unit, and it will render
it possible to package services according to the needs of the customers in a
whole new way.
Synergies
Based on Alma Media's preliminary estimate, the annual cost synergies expected
from the Combination may amount to EUR 4 - 5 million. The Combination also
offers the possibility to achieve material income synergies in the long term.
According to Alma Media's preliminary estimate, the integration costs resulting
from the Combination will be approximately EUR 1-2 million in the first year of
operation following the Combination.
Cost synergies are expected to be achieved through a more efficient sale of
products and advertising, the combination of the development work required by
digitalisation, and a centralised administration. Full cost synergies are
expected to be achieved in approximately two years from the completion of the
Combination. The realised level of full synergies is also partly dependent on
factors beyond the Combined Company's control, such as the economic development
of the central market areas and the investments required by digitalisation. In a
poor economic situation, synergies are assumed to be based on cutting
overlapping functions, for example by combining the administrative obligations
of a listed company and the investments required by digitalisation.
The Company seeks to achieve a part of the synergies of the Combination through,
inter alia, personnel arrangements to be implemented over time. In the six-month
period ending 30 June 2015, Alma Media had an average of 1,766 full-time
employees and Talentum had an average of 727 full-time employees. The intention
of the Combined Company is to investigate the possible changes in personnel
relating to the cost synergies immediately after the Combination and, if
necessary, to consult and negotiate the company's plans with the concerned
employees or their representatives in accordance with the Finnish Act on Co
-operation within Undertakings.
The Combined Company will have the possibility to sell products and services
from the product portfolio of both the previous Alma Media and Talentum, which
will promote new customer acquisition and the growth of the subscription volumes
of the Combined Company's products and services. In addition, the Combined
Company will avoid the making of overlapping investments especially in its media
business operations, which require continuous investments into both digital
publishing and related operations, such as the management of subscriptions and
advertising. In addition, with regard to the sale of advertising, the Combined
Company may produce more attractive advertising solutions for example by
combining the target groups of both companies into completely new products with
the help of digital allocation possibilities and by offering a comprehensive
entity of services from one point, especially for the purpose of “B2B”
advertising. After the Combination, the Combined Company will have many well
-known brands that complement one another, such as Kauppalehti, Talouselämä,
Arvopaperi, and Tekniikka ja Talous.
After the Combination, the Combined Company will have a more broad-based and
versatile editorial personnel at its service, and the know-how of the personnel
may be utilised in the content production of several different media With regard
to the other business services, both organic growth and growth through
acquisitions are expected to be possible, and well-known brands are a key
element in the growth.
The effects of the transaction on the 2015 prediction
The completion of the Exchange Offer is not expected to have effects on the
predictions for 2015 published by Alma Media. The Company still estimates that
its 2015 revenue will decrease and its operating profit excluding non-recurring
items will either remain at the same level as in 2014 or decrease from the 2014
level.
Key information on the Exchange Offer
The offeror and the Talentum Shares held by it
Alma Media Corporation is offering to acquire all shares and securities
entitling to shares in Talentum that are not owned by Talentum or its
subsidiaries.
Talentum has a total of 44,295,787shares and 43,925,514 outstanding shares. Alma
Media and its subsidiaries own a total of 14,236,295 Talentum Shares. Alma
Media's ownership share in Talentum corresponds to 32.14 per cent of the shares
and votes produced by the shares. Alma Media has not acquired any Talentum
Shares in the 12 months preceding the Exchange Offer.
Completion of the Exchange Offer
The Exchange Offer is partly financed with the share issue of the New Shares
offered as Share Consideration. No terms have been set for the financing of the
Share Consideration as Alma Media's Board of Directors is authorised to resolve
on the required share issue.
Alma Media has the necessary funds and financing arrangements for the payment of
the Cash Consideration and the Option Consideration of the Exchange Offer.
The Combination requires the approval of the Finnish competition authorities,
and Alma Media is planning to file an application for the approval of the
arrangement as soon as possible after the announcement, and the filing is
expected to take place on or about 30 September 2015. Alma Media has set the
original Offer Period so that it may obtain approval from the competition
authorities within the Offer Period. However, there is no certainty that the
approval will be obtained within said period or at all. The completion of the
Offer is subject to, inter alia, the aforementioned approval (see Terms and
Conditions of the Offer in the Appendix below).
Complying with the recommendation set forth in Section 28 of Chapter 11 of the
Finnish Securities Markets Act
Alma Media has undertaken to comply with the Helsinki Takeover Code issued by
the Finnish Securities Market Association (the “Takeover Code”), to which
reference is made in Section 28 of Chapter 11 of the Finnish Securities Markets
Act. In its statement, Talentum's Board of Directors has stated that it complies
with the Takeover Code.
Combination Agreement
Alma Media and Talentum have entered into a Combination Agreement on 28
September 2015 pursuant to which Alma Media today announces the Exchange Offer.
The key terms of the Combination Agreement include the following:
The Combination Agreement contains the key terms in accordance with which Alma
Media makes the Exchange Offer to Talentum's shareholders and Option Rights
holders.
According to the Combination Agreement, Talentum's Board of Directors undertakes
to issue Talentum's shareholders and Option Rights holders a recommendation to
accept the Exchange Offer. However, Talentum's Board of Directors may resolve
not to issue its recommendation or modify, withdraw, or change its
recommendation under certain circumstances in order to fulfil its duties of care
and loyalty. In such case, Alma Media will be entitled to withdraw the Exchange
Offer pursuant to the terms of the Combination Agreement.
Talentum has undertaken not to solicit any competing offers, proposals for an
offer, or other transactions competing with the Exchange Offer. In addition,
Talentum has undertaken (i) not to promote or support the advancement of such
competing proposals or transactions that are not (or that cannot reasonably be
assumed to be), when taken as a whole, more favourable to the shareholders of
the Company unless the measures are necessary for the fulfilment of the duties
of care and loyalty of Talentum’s Board of Directors, and (ii) not to engage in
any measures aimed at impeding or delaying the completion of the Exchange Offer.
Talentum has also undertaken to inform Alma Media of any such competing
proposals that may be taken seriously and to offer Alma Media an opportunity to
negotiate with Talentum's Board of Directors of any matters arising out of such
competing proposals.
The Combination Agreement also includes certain conventional representations and
warranties with regard to both Alma Media and Talentum, such as that both
parties shall continue their business in the ordinary manner prior to the
completion of the Exchange Offer.
The Combination Agreement also sets forth the amount of the consideration to be
offered, the Terms and Conditions of the Exchange Offer, including the
Conditions to Completion of the Exchange Offer, which are appended to this
release.
If Alma Media acquires more than ninety (90) per cent of the issued and
outstanding shares and votes in Talentum, Alma Media has undertaken to initiate
compulsory redemption proceedings of the remaining Talentum Shares and to cause
the Talentum Shares to be delisted from the Helsinki Stock Exchange.
Both Alma Media and Talentum may terminate the Combination Agreement upon, inter
alia, a material breach of any warranties or other undertakings of the agreement
by either party or if the Exchange Offer has not been completed by 29 February
2016.
Arrangements relating to the Exchange Offer
Talentum's shareholders Ilmarinen Mutual Pension Insurance Company and Accendo
Captal SICAV SIF, who together represent 20.98 per cent of the shares and votes
in Talentum, have undertaken to accept the Exchange Offer subject to certain
conditions. Ilmarinen Mutual Pension Insurance Company may terminate the
undertaking if Alma Media does not obtain, directly or indirectly, more than
ninety (90) per cent of the Talentum Shares in the Exchange Offer, if Talentum's
Board of Directors was to withdraw its recommendation, or if the Exchange Offer
has not been completed by 29 February 2016.
Alma Media has no undertakings with regard to any compensation or other fees
payable to the management and/or Board of Directors of Talentum as a result of
completing the Exchange Offer.
Alma Media reserves the right to buy (and/or sell under the circumstances
permitted in Section 8(2) of Chapter 11 of the Finnish Securities Market Act)
Talentum Shares during the Offer Period in public trading on the Helsinki Stock
Exchange or otherwise.
Future plans concerning the Talentum Shares
Alma Media intends to acquire all Talentum Shares and securities entitling to
said shares which are not owned by Talentum or its subsidiaries. The Exchange
Offer is not accepted with regard to the Talentum Shares owned by Alma Media's
subsidiaries, but said shares will be taken into account when determining the
achievement of the ninety (90) per cent limit of all Talentum Shares as set
forth in the Conditions to Completion of the Exchange Offer. If the Exchange
Offer is completed, Alma Media will take the necessary measures to acquire the
remaining Talentum Shares in redemption proceedings pursuant to the Finnish
Limited Liability Companies Act.
After this, the goal of Alma Media is for Talentum to file for the delisting of
its shares from the stock exchange list of the Helsinki Stock Exchange at the
earliest possible time permitted by the applicable laws, decrees, and rules of
the stock exchange.
The statement requested from Talentum's Board of Directors
The statement by Talentum's Board of Directors has been appended to this release
in its entirety. The statement will also be appended to the Offer Document.
Effects on the management and employees of Alma Media and Talentum
The operations of Alma Media and Talentum partially overlap, and after the
completion of the Exchange Offer the overlapping functions will be combined,
which may lead to changes in the management and administration of Alma Media and
Talentum. Alma Media's Board of Directors will continue as the Combined
Company's Board of Directors, and Mr Kai Telanne will continue as the President
and CEO.
Alma Media seeks to achieve a part of the synergies of the Combination through,
inter alia, personnel arrangements to be implemented over time. The intention of
the Combined Company is to investigate the possible changes in personnel
relating to the cost synergies immediately after the Combination and, if
necessary, to consult and negotiate the Combined Company's plans with the
concerned employees or their representatives in accordance with the Finnish Act
on Co-operation within Undertakings.
Information on the pricing basis of the Exchange Offer
In the Exchange Offer, Alma Media is offering up to 7,422,305 New Shares and a
maximum of EUR 20.8 million as consideration for the Talentum Shares. The New
Shares offered as consideration are estimated to correspond to 8.95 per cent of
Alma Media's shares and votes produced by shares after the Share Exchange
(assuming full acceptance of the Exchange Offer).
The Offer Consideration consists of the Share Consideration, which comprises
0.25 New Shares for each Talentum share, and of the Cash Consideration, which
comprises EUR 0.70 for each Talentum share.
The Offer Consideration corresponds to a premium of approximately 24.4 per cent
in comparison to Talentum's volume-weighted average share price (EUR 1.15 ) on
the Helsinki Stock Exchange in the three-month-period prior to the announcement
of the Exchange Offer ending 28 September 2015, when the Share Consideration is
valued at the volume-weighted average share price of Alma Media (EUR 2.93) in
the same period.
The Offer Consideration corresponds to a premium of approximately 22.5 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015, i.e. on the final trading day prior to the
announcement of the Exchange Offer, when the Share Consideration is valued at
the volume-weighted average share price of Alma Media (EUR 2.93) in the three
-month-period ending 28 September 2015.
The Offer Consideration corresponds to a premium of approximately 14.3 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015 based on the closing price of the Alma Media
share (EUR 2.55) on the same day.
Alma Media offers EUR 0.11 as option consideration for each Talentum 2013A
-series option right and EUR 0.06 as option consideration for each Talentum
2013B-series option right
The total value of the Exchange Offer is approximately EUR 42.7 million based on
Alma Media's volume-weighted average share price in the three-month period
ending 28 September 2015 and approximately EUR 39.8 million based on the Alma
Media share's closing price on 28 September 2015, to which the total amount of
the Cash Consideration and the Option Consideration is added.
Estimate on the duration of the tender offer process and influencing factors
The Offer Period is expected to commence on or about 15 October 2015 and is
initially expected to end on 12 November 2015 unless the Offer Period is
extended or the extended period is discontinued. The exchange offer document is
expected to be published on or about 14 October 2015.
Advisors
Skandinaviska Enskilda Banken AB (publ), Helsinki branch, has acted as Alma
Media’s financial advisor and Hannes Snellman Attorneys Ltd has acted as Alma
Media’s legal advisor.
Press and investor events
A Finnish language press conference on the combination of Alma Media and
Talentum will be held today, 29 September 2015, starting at 10:00 a.m. at GLO
Hotel Helsinki Kluuvi (2ndfloor, the Wall Video Cabinet) at Kluuvikatu 4,
Helsinki. Mr Harri Suutari, Chairman of the Board of Directors of Alma Media,
and Mr Kai Telanne, The President and CEO of Alma Media, and Mr Henri Österlund,
the Deputy Chairman of the Board of Directors of Talentum, and Mr Aarne Aktan,
the Chief Executive Officer of Talentum, will be present at the press
conference.
In addition, Alma Media and Talentum will organise a joint English language
telephone conference for analysts and investors today at 2:30 p.m. EET (1:30
p.m. CET). If you wish to participate in the telephone conference, please
call +44(0)203 4271907 (code 7858474), or you can also follow the telephone
conference at www.almamedia.fi/exchangeoffer. Participation from certain
countries may be restricted.
ALMA MEDIA CORPORATION
BOARD OF DIRECTORS
Further information:
President and CEO / Kai Telanne, tel. 010 665 3500
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 worked 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 or South Africa or any other jurisdiction where prohibited by
applicable laws or rules. This release is not a share 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.
APPENDIX 1
Conditions to Completion of the Exchange Offer
The obligation of Offeror to complete the Offer and purchase the Outstanding
Shares, which have been validly tendered and not withdrawn, shall be subject to
the satisfaction or, to the extent permitted by applicable law, waiver by Alma
Media of each of the Closing Conditions:
1.
the valid tender of Outstanding Shares representing together with any shares in
Talentum that may be held by Alma Media and its group companies on the Result
Announcement Date more than 90 percent of the issued and outstanding shares and
votes of Talentum on a fully diluted basis. For the sake of clarity it is
understood that the shares in Talentum held by group companies of Alma Media may
or may not be tendered in the Offer, but shall be in any case taken into account
when calculating whether the 90 percent threshold has been reached;
2.
the receipt of necessary regulatory approvals by the Finnish Financial
Supervision Authority to approve the Offer Document and the competition
clearances by the Finnish Consumer and Competition Authority, and any other
permits and consents mandatory for the completion of the Offer, and that any
conditions set in such clearances, permits and approvals, including, but not
limited to, any requirements for the disposal of any assets of Alma Media or
Talentum or any reorganization of the business of the Alma Media or Talentum,
are acceptable to Alma Media in that they are not objectively materially adverse
to the Alma Media (acting reasonably) or Talentum or to the consummation of the
Offer contemplated hereunder;
3.
no Material Adverse Change (as defined below) in relation to Talentum having
occurred after the Signing Date;
4.
no decision to distribute dividends or other funds to its shareholders has been
taken by the Talentum after the Launch Date;
5.
no order or regulatory action by a court or regulatory authority of competent
jurisdiction preventing, postponing or materially challenging the completion of
the Offer or the exercise of the rights of ownership of Outstanding Shares by
Alma Media has been issued;
6.
Alma Media shall not have received after the Signing Date information previously
unknown to Alma Media or its representatives that has resulted in or constituted
or that would objectively constitute, when materialized, a Material Adverse
Change
7.
Alma Media shall not have received after the Signing Date information previously
unknown to Alma Media or its representatives that has resulted in or constituted
or that would objectively constitute, when materialized, a Material Adverse
Change;
8.
the external financing committed to Alma Media for purchasing the Shares
pursuant to the Offer is still available to Alma Media in accordance with the
terms thereof, provided that this condition may be invoked only if the financing
is not available due to circumstances outside the reasonable control of Alma
Media or its affiliates and/or the Alma Media or its subsidiaries have not in
any way breached the terms of the said financing;
9.
the Combination Agreement has not been terminated and it is still in force
provided that this right shall not be available to Alma Media if this Agreement
has been terminated by Talentum due to Alma Medias material breach of this
Agreement or any of its terms;
10.
The Recommendation of the Board of Directors of the Company is in force and has
not been amended, provided that this right shall not be available to Alma Media
if the Recommendation has been cancelled or amended due to Alma Media's material
breach of this Agreement or any of its terms; and
11.
no competing offer (as defined in Chapter 11, Section 17 of the SMA) has been
made for the Outstanding Shares of Talentum.
“Material Adverse Change” means (i) any divestment or material reorganization of
any material part of Alma Media or Talentum or their material subsidiaries,
taken as a whole; or (ii) Alma Media or Talentum or any of their material
subsidiaries becoming insolvent, subject to administration, bankruptcy or any
other equivalent insolvency proceedings or if any legal proceedings (other than
by the other Party or its subsidiaries) or corporate resolution is in good faith
taken by or against any of them in respect of any such proceedings with
reasonably high probability with such action leading to commencement of such
proceedings; or (iii) any material adverse change in, or material adverse effect
to, the business, assets, financial condition or results of operations of Alma
Media or Talentum and its material subsidiaries, taken as whole.
If Alma Media exercises its right to not complete the Offer due to a Material
Adverse Change on Talentum and the Material Adverse Change is based on
1.
any change or effect in political, financial, industry, economic or regulatory
conditions generally;
2.
any change or effect resulting from any actions taken by the Company or its
subsidiaries at the express request or direction of Alma Media;
3.
any change or effect resulting from or caused by natural disasters, outbreak of
major hostilities or any act of war or terrorism; or
4.
any change or effect attributable to (x) an act or omission carried out or
omitted by Alma Media or its affiliates in connection with the Offer or (y) the
Offer (for the sake of clarity, including but not limited to changes or effects
arising out of the announcement of, entry into, pendency of, anticipated
completion of actions required or contemplated by or performance of obligations
under, this Agreement and the transactions contemplated hereby or the identity
of the Parties to this Agreement, including any termination of, reduction in or
similar adverse impact on relationships, contractual or otherwise, with any
customers, suppliers, distributors, partners or employees of Talentum and its
subsidiaries relating thereto);
then Alma Media shall compensate Talentum on-demand for euro-for-euro for any
and all external advisory fees actually incurred by Talentum in connection with
the Confidentiality Agreement, Offer and other transactions contemplated by the
Confidentiality Agreement and this Agreement.
Alma Media shall and may only invoke any of the Closing Conditions so as to
cause the Offer not to proceed, to lapse or to be withdrawn if the circumstances
which give rise to the right to invoke the respective Closing Condition are of
material significance to the Offeror in the context of the Offer as provided in
the Regulations and Guidelines 9/2013 (Julkinen ostotarjous ja
tarjousvelvollisuus) issued by the Finnish Financial Supervision Authority and
in the Helsinki Takeover Code. Subject to the above clause, the Offeror reserves
the right to withdraw the Offer in the event that any of the Closing Conditions
is not fulfilled or will not be fulfilled.
Alma Media may, to the extent permitted by law, waive any of the Closing
Conditions to Completion that are not fulfilled. If all Closing Conditions have
been fulfilled by the end of the Offer Period or the extended or discontinued
Offer Period or Alma Media has waived the requirement for the fulfilment of all
or some of them, Alma Media will consummate the Offer in accordance with its
terms and conditions after the expiry of the Offer Period by purchasing
Outstanding Shares and Outstanding Options by paying the consideration to the
shareholders of Talentum that have validly accepted (and validly not withdrawn
such acceptance) the Offer.
APPENDIX 2
Statement of the Board of Directors of Talentum
TALENTUM CORPORATION: STATEMENT OF THE BOARD OF DIRECTORS ON ALMA MEDIA
CORPORATION'S VOLUNTARY PUBLIC EXCHANGE OFFER FOR THE SHARES AND OPTIONS IN
TALENTUM CORPORATION
THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND,
SINGAPORE, SOUTH AFRICA, UNITED STATES OR ANY OTHER COUNTRY WHERE SUCH
PUBLICATION OR DISTRIBUTION OR OFFER WOULD VIOLATE APPLICABLE LAWS OR
REGULATIONS.
With reference to stock exchange releases of Talentum Corporation (hereinafter
"Talentum") and Alma Media Corporation (hereinafter "Alma Media") earlier today
on 29 September 2015 regarding the launch of the voluntary public exchange offer
by Alma Media concerning all of the issued and outstanding shares of Talentum
and the securities entitling to the shares, the Board of Directors of Talentum
issues the following statement referred to in Chapter 11 Section 13 of the
Finnish Securities Market Act (746/2012, as amended) regarding the exchange
offer.
THE EXCHANGE OFFER IN BRIEF
Talentum and Alma Media have on 28 September 2015 entered into a combination
agreement (hereinafter the "Combination Agreement") under which they have agreed
to combine the operations of Talentum and Alma Media (hereinafter the
"Combination"). The Combination will be implemented by Alma Media offering to
acquire all Talentum's issued and outstanding shares (the “Talentum Shares”) and
securities entitling to shares which are not owned by Talentum or its
subsidiaries (the “Exchange Offer”).
Alma Media is a media corporation specialized in digital services and publishing
operations. Turnover of Alma Media was MEUR 295.4 in 2014.
In the Exchange Offer Alma Media offers as a share consideration (hereinafter
the "Share Consideration") 0.25 new shares of Alma Media (hereinafter the "New
Shares") and as a cash consideration (hereinafter the "Cash Consideration") EUR
0.70 for each share of Talentum (hereinafter the Share Consideration and the
Cash Consideration together the "Offer Consideration"). Alma Media's offer also
concerns options entitling to the shares. The consideration offered for option
rights granted under the option plans of Talentum is EUR 0.11 for each option
right Talentum 2013A option right and EUR 0.06 for each Talentum 2013B option
right (hereinafter the "Option Right Consideration"). The structure of the offer
gives Talentum's shareholders the possibility to receive cash consideration for
their shares while continuing as shareholders in the company combining the
businesses of Alma Media and Talentum (the “Combined Company”). The Offer
Consideration corresponds to a premium of approximately 24.4 per cent in
comparison to Talentum's volume-weighted average share price (EUR 1.15) on
NASDAQ OMX Helsinki Ltd (the “Helsinki Stock Exchange”) in the three-month
-period prior to the announcement of the Exchange Offer ending 28 September
2015, when the Share Consideration is valued at the volume-weighted average
share price of Alma Media in the same period (EUR 2.93).
The Offer Consideration corresponds to a premium of approximately 14.3 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015 based on the closing price of the Alma Media
share (EUR 2.55) on the same day.
The total value of the Exchange Offer is approximately MEUR 42.7 based on the
average price of Alma Media's share, weighted by trading volume of Alma Media,
during the three-month period ended on 28 September 2015 and is approximately
MEUR 39.8 based on the closing price of Alma Media's share on 28 September 2015
increased by the total amount of the Cash and Option Right Consideration.
The Exchange Offer will be made in accordance with the terms and conditions of
the combined offer and exchange document, including the unaudited pro forma
financial information illustrating the financial effects of the Combination,
(hereinafter the "Offer Document") expected to be published by Alma Media on or
about 14 October 2015.
The Exchange Offer is subject to, inter alia, (i) Alma Media obtaining over
ninety (90) per cent of the issued and outstanding shares and votes in Talentum
through the Exchange Offer, (ii) the receipt of all official approvals for
completing the Exchange Offer and the Combination, including approvals from the
competition authorities, in such manner that all terms possibly set forth
therein are reasonably acceptable from Alma Media's viewpoint, and (iii) no
material adverse change having occurred in Talentum or its operational
environment. If the Company acquires ownership of more than ninety (90) per cent
of all shares and votes produced by shares in Talentum, the intention is to
redeem any possible minority holdings and to request the Helsinki Stock Exchange
for permission to delist the Talentum Shares from the stock exchange list.
Alma Media has noted that the acceptance period of the Exchange Offer
(hereinafter the "Offer Period") is expected to commence on or about 15 October
2015 and to run until 12 November 2015 unless the Offer Period is extended.
At the time of the announcement of the Exchange Offer on 29 September 2015, Alma
Media and its subsidiaries held 14,236,295 shares of Talentum which corresponds
to 32.14 per cent of the shares and the votes granted by the shares of Talentum.
The terms and conditions of the Exchange Offer as well as background and reasons
for the Exchange Offer will appear in more detail in the Offer Document which is
expected to be published by Alma Media on 14 October 2015.
TALENTUM'S OUTLOOK UNCHANGED FOR 2015, NEW FOR 2016
Talentum has decided to present a preliminary outlook for 2016 in connection
with this Exchange Offer. The outlook for 2015 remains unchanged. Talentum's new
outlook is:
Talentum estimates that its net sales for 2015 will remain approximately at the
same level as in 2014. Operating income without non-recurring items will be
higher than in 2014. Operating income without non-recurring items was EUR 4.1
million in 2014.
Concerning 2016, Talentum preliminarily estimates that its net sales will remain
approximately on the same level as in 2015. Operating income without non
-recurring items in 2016 is preliminarily estimated to be higher than in 2015.
STATEMENT OF THE BOARD OF DIRECTORS
Background for the statement
Pursuant to Chapter 11 Section 13 of the Finnish Securities Market Act, the
Board of Directors of the target company shall make its statement on the public
tender offer. The statement shall include a well-founded assessment on the offer
from the perspective of the target company and security holders of the target
company as well as on strategic plans and their likely effects on the operations
and employment of the target company presented by the offeror in the tender
offer document.
For the purposes of issuing this statement of the Board of Directors, Alma Media
has submitted to the Board of Directors of Talentum the draft version of the
Finnish language Offer Document. When preparing this statement, the Board of
Directors of Talentum has used the information that Alma Media has presented in
the draft version of the Offer Document and the Board of Directors of Talentum
has not verified that information independently.
The Board of Directors bases this statement and the recommendations to
assessment on the issues and conditions that the Board of Directors has
considered being essential in the assessment of the Exchange Offer included but
not limited to the information and assumptions of the present situation and the
development of business and finances of Talentum.
Talentum complies with the recommendations for procedures to be complied with in
takeover bids referred to in Chapter 11 Section 28 and of the Finnish Securities
Markets Act (The Helsinki Takeover Code).
Statement of the Board of Directors on the strategic plans presented by the
offeror and their likely effects on the operations and employment of Talentum
According to the draft version of the Offer Document, the basis of the new
combined company that will be established through the Combination of Alma Media
and Talentum will be combining of the operations of Talentum to Alma Media's
Financial media and corporate services –business unit. Business support
activities, including finance, personnel, ICT operations and administrative
operations of a public company, will be combined in the corporation level. The
remaining business units of Alma Media will continue their operations also after
the combination of Alma Media and Talentum.
The combined company is clearly larger than current Talentum and Alma Media
which benefits the shareholders and personnel of the Combined Company as more
stable business complex. The balance position of the Combined Company remains
strong, which gives to the company the possibility to continue the investments
required by the digitalization of media market and to exercise active dividend
payment practice. Pro forma turnover (calculated by adding up Alma Media’s and
Talentum’s revenues in which the companies’ mix of sales have been taken into
account as if the Combination would have taken place already on 1 January 2014)
of Alma Media and Talentum for financial year 2014 is approximately MEUR 367
Alma Media's turnover for financial year 2014 was MEUR 295.4 and Talentum's MEUR
72.3.
According to the draft version of the Offer Document, the objective of the new
Combined Company that will be established through the Combination of Alma Media
and Talentum is to be a multi-channel media corporation which produces quality
journalism and services supporting that to its target groups. The strategy of
the Combined Company is to increase the portion of digital consumer and
corporation services in its turnover and to bring to the markets digital
services also from outside of the publishing operations. New Professional media
and corporate services (working title) –business unit, which will be established
as a consequence of the Combination, will operate in the markets of finance and
professional media as well as different knowledge and corporate services in
Finland and other Nordic countries. The strategy of the business unit is to:
·
take advantage of the strong brand portfolio of the unit (in Finland for example
Kauppalehti, Talouselämä, Arvopaperi and Tekniikka ja talous, in Sweden
Affarsvärlden, Ny Teknik and Objektvision.se) in developing the media business
operations and in extending the operations especially to the new digital
services subject to a charge;
·
produce quality journalism by high-quality and versatile editorial personnel;
·
maintain and develop long and strong customer relationships to the most high
-quality target groups amongst the professionals and corporate decision-makers
of different fields;
·
effectively cross-sell products and services utilizing existing wide-ranging
customer bases and own marketing and selling channels of the business unit; and
·
strengthen competitiveness of the unit in the advertising market by combining
the high-quality target groups of the business unit to the digital network and
knowledge of Alma group of companies.
Alma Media believes that the new business unit has possibilities to raise its
business activities by means of services supporting and utilizing the media
business operations, like digital knowledge services, both organically and
through the potential corporate acquisitions. According to Alma Media, the
Combination of Alma Media and Talentum extends the service complex offered by
the business unit to its customers and enables new sort of packaging of the
services according to the customer needs.
According to the view of Alma Media presented in the draft version of the Offer
Document, the operations of Alma Media and Talentum are partly overlapping and
the overlapping operations will be combined after contemplating of the Exchange
Offer which may lead to the changes in the management and administration of Alma
Media and Talentum. The management and administration of the combined company
will be solved when the integration process proceeds. Alma Media's Board of
Directors will continue as the combined company's Board of Directors and Kai
Telanne will continue as the President and CEO. Alma Media tries to reach parts
of the synergies from the combination of Alma Media and Talentum, among other
things, by the arrangements of the personnel to be carried out over time. Alma
Media had 1,766 full-time employees on average during the six-month period ended
on 30 June 2015 and during the same period Talentum had 727 full-time employees
on average. The objective of the Combined Company is to assess the potential
personnel changes relating to the cost synergies immediately after the
combination and, if necessary, to consult and negotiate according to the Act on
Co-operation within Undertakings about the plans of the Combined Company with
the employees concerned and the representatives of them.
The Board of Directors of Talentum has assessed the strategic plans of Alma
Media and the potential impacts of them to the business activities of Talentum
and employment situation of Talentum on the grounds of the information
represented in the draft version of the Offer Document. The Board of Directors
of Talentum considers the strategic plans of Alma Media credible. The Board of
Directors of Talentum believes that when realized, the Combination of Talentum
and Alma Media provides the new company possibilities to develop new digital
consumer and corporate services. In preparing the statement, Talentum has relied
on information on strategic plans and business activities of Talentum and
employment situation of Talentum provided by Alma Media in the draft Offer
Document and has no specific remarks to be made on based on the information.
In preparing its statement the Board of Directors of Talentum has relied on
information provided in the draft version of the Offer Document by Alma Media
and has not independently verified this information. Accordingly, the Board of
Director's assessment of the strategic plans and the probable impact on business
activities of Talentum should be treated with caution.
Assessment of the Board of Directors from the perspective of the target company
and its security holders
Alma Media believes that the combined company that will be established by the
combination of Alma Media and Talentum has great possibilities to develop the
digital services of the company based on the digital skills of Alma Media and at
the same time to develop especially Talentum's supply of services. The Combined
Company has scale advantages especially with relation to digital development
because it can, by the investments to be made to product and service
development, promote the development of products and services of both Alma Media
and Talentum and it has better combined personnel resources to work in product
and service development. Alma Media believes that by means of the Combination,
the new, even better than before, services and products can be offered to
readers, subscribers, advertisers and other corporate customers.
In addition, Alma Media believes that the Combined Company will have strong
brands which can be utilized and by means of which it is able to bring new
services and products to the market. Alma Media and Talentum have long-term
experience especially as editor of professional and decision-maker media, which
enables more effective marketing of the products of the combined company amongst
the existing customers of the combined company as well as to the new customer
groups.
Management of Alma Media believes that by the combination of the operations of
Alma Media and Talentum it is possible to achieve larger business complex which
has better possibilities to invest to the measures that digitalization demands
and to increase ownership-value in the combined company for example by means of
cost synergies and utilization of subscriber potential.
The Board of Directors of Talentum believes that when realized, the Combination
of Talentum and Alma Media provides to the new company possibilities to develop
new digital consumer and corporate services. Receiving Alma Media's shares as a
part of the Offer Consideration is, according to view of Talentum Board of
Directors, beneficial for Talentum's shareholders because of the solid future
views of the Combining Company. By means of the Share Consideration, Talentum's
shareholders will get involved to the company that has, according to the view of
Talentum Board of Directors, from the Finnish media corporates the best
prerequisites to develop even more profitable business for the best target
groups.
The Board of Directors of Talentum is aware of that the shareholders who
represent in total approximately 20.98 per cent of Talentum's shares have
irrevocably and unconditionally undertaken to accept the Exchange Offer. These
shareholders are Ilmarinen Mutual Pension Insurance Company and Accendo Capital
SICAV SIF.
In order to support its assessment of the Exchange Offer, the Board of Directors
of Talentum has requested from Talentum's financial advisor, HLP Corporate
Finance Ltd, a fairness opinion (hereinafter the "Fairness Opinion"). HLP
Corporate Finance Ltd's Fairness Opinion, dated 29 September 2015, states that
the Exchange Offer's consideration to the shareholders and option holders is,
from a financial point of view, believed to be fair. The Fairness Opinion is
attached as Appendix 1 to this statement of the Board of Directors.
Recommendation of the Board of Directors
The Board of Directors of Talentum has carefully evaluated the Exchange Offer
and its terms and conditions based on the draft version of Offer Document, the
Fairness Opinion and other available information.
Taking into account the above-mentioned considerations, the Board of Directors
of Talentum believes that the Exchange Offer and the amount of the Share
Consideration and the Cash Consideration to be offered on one Talentum share is,
under the prevailing conditions, fair to the shareholders taking into account,
amongst other factors, premium offered in the Exchange Offer, the ownership of
Alma Media group of companies in Talentum, the support for the Exchange Offer by
certain shareholders of Talentum referred to above, potential alternative
strategies that Talentum may adopt and HLP Corporate Finance Ltd's Fairness
Opinion. Accordingly, the Board of Directors also believes the consideration
offered for the option rights is fair based on the grounds presented above.
Based on the above factors, the Board of Directors recommends that the
shareholders and option holders of Talentum accept the Exchange Offer made by
Alma Media.
The Board of Directors of Talentum notes that this statement of the Board of
Directors should not be considered to be investment or tax advice. The Board of
Directors is not to be required to evaluate the general stock price development
or risks relating to the investments in general. Each shareholder and option
holder shall independently make decision on acceptance or rejection of the
Exchange Offer by taking into account all information to be presented in the
Tender Offer Document made by Alma Media, this statement of the Board of
Directors in its entirety as well as other information that may impact the value
of the shares and of the option rights.
Decision-making in the Board of Directors of Talentum regarding the Exchange
Offer
The statement of the Board of Directors is unanimous.
Decision on the recommendation regarding the Exchange Offer and other relevant
decisions relating to the Exchange Offer have been made by the Board of
Directors of Talentum so that the chairman of the Board of Directors of
Talentum, Kai Telanne who works as CEO of Alma Media, has not participated in
the handling of the issues or decision-making.
The Deputy Chairman of the Board of Directors Henri Österlund's main occupation
is to work as Founding Partner of Accendo Capital Fund which manages the fund
called Accendo Capital SICAV SIF which in turn owns more than ten per cent of
Talentum's shares. Alma Media has requested from Accendo Capital SICAV SIF a
commitment to accept Alma Media's offer and Accendo Capital SICAV SIF has made
the commitment in question after Talentum's Board of Directors has handled the
acceptance of the Combination Agreement and giving of the above-mentioned
statement.
Other issues
The Board of Directors of Talentum notes that the combination of the operations
of Talentum and Alma Media will, in addition of the synergy benefits, pose
challenges to both parties and the combination may, as is common in such
processes, involve unforeseeable risks. The Board of Directors of Talentum notes
that the shareholder and option holders of Talentum should also take into
account the risks related to non-acceptance of the Exchange Offer. The shares
held by a Talentum shareholder who has not accepted the Exchange Offer may, on
conditions set out in the Finnish Companies Act, be redeemed in the minority
shareholders acquisition proceedings under the Finnish Companies Act. The value
of the potential cash consideration received through such acquisition
proceedings may, depending on the development of the Talentum share price, also
be lower than the value of the Offer Consideration to be paid in the Exchange
Offer. The acceptance of the Exchange Offer reduces the number of Talentum
shareholders and the number of such Talentum shares, which would otherwise be
publicly traded. Depending on the number of the Talentum shares validly tendered
in the Exchange Offer, this could have an adverse effect on the share price and
share price development of a Talentum share.
HLP Corporate Finance Ltd has acted as the financial advisor and Bird & Bird
Attorneys Ltd. as the legal advisor to the Board of Directors of Talentum.
TALENTUM CORPORATION
BOARD OF DIRECTORS
APPENDIX 1: Fairness Opinion
Helsinki, 29 September 2015
The Board of Directors
Talentum Oyj
Dear Sirs,
HLP Corporate Finance Ltd (“HLP”) is acting as financial adviser to Talentum Oyj
("Talentum") in connection with the today proposed voluntary public tender offer
(the "Offer") made by Alma Media Corporation (“Alma Media” or the "Offeror") for
the entire issued and outstanding share capital and all options of Talentum not
already held by the Offeror. According to the Offer, the consideration proposed
to be paid by the Offeror for each Talentum share is a share consideration of
0.25 new shares of Alma Media and a cash consideration of EUR 0.70 (both
considerations together the "Consideration") pursuant to the terms and
conditions as described in the Offeror's announcement of the Offer dated 29
September 2015 (the "Terms and Conditions"). Additionally, The Offeror offers to
acquire all outstanding options which may be exercised to subscribe shares in
Talentum (“Eligible Options”), for a consideration of EUR 0.11 for each Eligible
A Option and EUR 0.06 for each Eligible B Option (both considerations for the
Eligible Options together the “Option Consideration”).
According to the Offeror, the Offeror, together with the Offeror’s subsidiaries,
own as per 29 September 2015 approx. 32.14% of the outstanding shares and votes
of Talentum (calculated by excluding the shares and votes held by Talentum
itself).
In accordance with Finnish corporate governance best practices and management
duties based on Chapter 1, Section 8 of the Finnish Companies Act and as noted
in the Helsinki Takeover Code, Recommendation 5, Talentum has requested HLP to
provide an opinion addressed to the board of directors of Talentum as to whether
the Consideration is fair from a financial point of view.
Concerning the Offer, The Board of Directors of Talentum has been chaired by its
vice chairman Mr. Henri Österlund, as Mr. Kai Telanne, chairman of the Board of
Directors of Talentum and CEO of Alma Media has, according to our understanding,
not participated in the handling of the Offer in the Board of directors of
Talentum.
HLP is an investment bank providing independent advice in public tender offers,
mergers and acquisitions and financial restructurings.
In arriving at the opinion contained in this letter, HLP has reviewed certain
publicly available financial and other information concerning Talentum and Alma
Media and certain financial information, analyses and other information
furnished to it by Talentum or Alma Media. HLP has also held discussions with
members of the senior management of Talentum and Alma Media regarding the
businesses and prospects of Talentum and Alma Media respectively.
In addition, HLP has
(i) reviewed the reported prices and trading activity for the shares of Talentum
and Alma Media;
(ii) compared certain financial and stock market information for Talentum and
Alma Media with similar information for certain selected, publicly traded
companies which HLP has considered comparable to Talentum and Alma Media
respectively;
(iii) reviewed the financial aspects of certain selected public tender offers
and merger and acquisition transactions which HLP has considered comparable to
the Offer;
(iv) reviewed the financial terms of the Offer;
(v) reviewed the Terms and Conditions and certain related documents; and
(vi) performed such other studies and analyses and considered such other factors
as it deemed appropriate.
In conducting the analyses and arriving at the opinion contained in this letter,
HLP has utilised a variety of generally accepted valuation methods commonly used
for these types of analyses. The analyses prepared by HLP were prepared solely
for enabling HLP to provide the opinion contained in this letter and do not
purport to be appraisals or necessarily reflect the prices at which businesses
or securities may actually be sold, which are inherently subject to uncertainty.
HLP has assumed and relied upon, without independent verifications, the accuracy
and completeness of all the information, whether publicly available or furnished
to us by Talentum or Alma Media or otherwise reviewed by HLP for the purposes of
this opinion. HLP has not performed, prepared or obtained any appraisal,
estimate or physical examination of any of the assets or liabilities of Talentum
or Alma Media or any of their group companies. HLP has not reviewed any
contracts of Talentum or Alma Media or their group companies nor has HLP been
furnished with any reviews of any agreements.
With respect to the financial forecasts and projections, including also the
forecasts of certain synergies expected by the Offeror to be achieved as a
result of the Offer ("Synergies"), made available to HLP, HLP has assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgements of the management of Talentum and/or the
Offeror. In rendering this opinion, HLP expresses no view as to the
reasonableness of such financial information, forecasts and projections,
including the Synergies, or the assumptions on which they are based.
HLP has assumed that Talentum and Alma Media have fulfilled all their legal and
other applicable information and other duties as companies listed on NASDAQ OMX
Helsinki. Furthermore, HLP has assumed that both Talentum and Alma Media adhere
to the Helsinki Takeover Code.
For the purposes of rendering this opinion, HLP has assumed that, in all
respects material to its analysis, the Offer will be consummated in accordance
with the Terms and Conditions, without any material waiver, modification or
amendment of any term, condition or agreement. HLP has also assumed that all
material governmental, regulatory or other approvals and consents required in
connection with the consummation of the Offer will be obtained without any
material restrictions being imposed.
HLP has not been requested to assess, nor does this opinion include any
assessment of the merits of the Offer as compared to any alternative transaction
or alternative business strategy other than Talentum’s current business
strategy.
HLP's opinion is based on financial, regulatory, market and other conditions as
in effect on, and the information made available to us as of the date hereof.
The circumstances on which this opinion is based as well as the contents of the
opinion itself may be affected by subsequent events, facts or matters. HLP has
no obligation to update, review or confirm this opinion after the date hereof.
Based upon and subject to all the foregoing, it is HLP’s opinion, as of the date
hereof, that the Consideration and Option Consideration are fair, from a
financial point of view, for Talentum’s shareholders and holders of Eligible
Options, respectively.
HLP does not express any opinion or any recommendation as to whether or not to
accept the Offer.
This letter is solely addressed to and for the use and benefit of the Board of
Directors of Talentum. This letter may not be reproduced, summarised or referred
to in any public document or given to any person without the prior written
consent of HLP. Notwithstanding the foregoing, this letter may be included in
the statement of the Board of Directors of Talentum with respect to the Offer,
required to be made public pursuant to Chapter 11, Section 13 of the Finnish
Securities Markets Act, provided that it is reproduced in full, and that any
description of or reference to HLP in such disclosure document is in a form
reasonably acceptable to HLP.
This opinion is governed by Finnish law.
HLP will be paid a fee for its services as financial adviser to Talentum in
connection with the Offer.
Yours faithfully,
HLP CORPORATE FINANCE LTD
Joakim Åberg
CEO, Managing Partner
----------------------------------------------------------------------
[1] The combined figures have been calculated by adding up Alma Media’s and
Talentum’s revenues in which the companies’ mix of sales have been taken into
account as if the Combination would have taken place already on 1 January 2014.
[2] In calculating the combined equity ratio, the balance sheets of Alma Media
and Talentum as at 30 June 2015, which have been adjusted with the Exchange
Offer’s estimated effect on the Company’s equity and indebtedness as if the
Combination would have taken place on 30 June 2015, have been added up. The
increase of the payable cash consideration has been taken into account in the
Combined Company’s combined current financial liabilities, and with regard to
the combined equity, the increase brought by the share consideration’s
preliminary fair market value based on the Alma Media share price as at 25
September 2015 and the decrease brought by the elimination of Talentum’s equity
and the estimated transaction costs have been taken into account.
[3] The preliminary combined operating profit of the Combined Company in 2014
has been calculated by adding up Alma Media and Talentum's operating profits and
by taking into account the effect of the preliminary estimated purchase price
allocations (PPA) on the combined operating profit as if the Combination had
already taken place on 1 January 2014.
[4] The combined EBITDA has been calculated by adding the combined depreciation
expenses to the combined operating profit
Alma Media and Talentum announce the combination of the companies
| Source: Alma Media