HHL Rühm Osaühing (the “Bidder”) made a voluntary takeover bid to all the shareholders of Aktsiaselts Ekspress Grupp (“Ekspress Grupp”) for acquiring all the shares of Ekspress Grupp (the “Shares”) not yet in the ownership of the Bidder (the “Bid”). The Bid was made based on the Bid notice (the “Bid Notice”) and the prospectus attached to it (the “Prospectus”, together with the Bid Notice, the “Bid Documents”).
The Estonian Financial Supervision and Resolution Authority approved the Bid on 24 November 2025, and the Bid Documents were published on 25 November 2025. The Bid commenced on 25 November 2025 at 10:00 and ended on 22 December 2025 at 16:00.
The purchase price offered by the Bidder within the Bid was EUR 1.25 per one Share (the “Purchase Price”).
As a response to the Bid the shareholders participating in the Bid decided to sell to the Bidder in total 6,982,181 Shares that corresponds to approximately 22.55% of all the Shares. The Bidder will give its acceptance to conclude the sales contracts with all the shareholders that participated in the Bid on terms provided in the Prospectus.
The payment of the Purchase Price to all the shareholders participating in the Bid and transfer of the Shares to the Bidder takes place on 31 December 2025 at the latest (the “Settlement Date”) in accordance with the procedure described in the Bid Documents. On the Settlement Date each shareholder participating in the Bid shall be paid the amount of the Purchase Price corresponding to the number of the Shares sold by that shareholder against the transfer of such Shares.
Before publishing the Bid Documents and as of the end of the last day of the Bid, the Bidder held in total 22,775,442 Ekspress Grupp Shares that amounted to 73.57% of all Ekspress Grupp Shares. As a result of the Bid, the Bidder acquires in total 6,982,181 Shares that amounts to approximately 22.55% of all Shares. After the Settlement Date, the Bidder, thus, owns in total 29,757,623 Shares that amounts to 96.12% of all Shares. Thus, the Bidder acquires as a result of the Bid a shareholding in Ekspress Grupp due to which at least 9/10 of the voting share capital of Ekspress Grupp is represented by Shares held by it and therefore the condition described in § 1821 of the Securities Market Act shall be fulfilled on the Settlement Date, and accordingly the Bidder has up to three months to adopt the decision in the general meeting of the shareholders, on the acquisition of the remaining Shares.
Accordingly, the Bidder applies for the takeover of the remaining Shares in accordance with the provisions of 1821 of the Securities Market Act and Chapter 291 of the Commercial Code. For this purpose, the Bidder will prepare a takeover report explaining and justifying the conditions for the transfer of the Shares held by the minority shareholders and the basis for determining the amount of compensation to be paid for the Shares. Following the preparation of the takeover report and their auditor’s report, the Bidder will request Ekspress Grupp to convene a meeting of the shareholders to decide on the takeover and the termination of trading of the Shares on Nasdaq Tallinn Stock Exchange. Prior to the general meeting of shareholders, the shareholders will be given at least one month’s access to the draft resolutions of the general meeting of shareholders, the annual reports of Ekspress Grupp for the last three years, the takeover report, and the auditor’s report.
Ülar Maapalu
Chairman of the Supervisory Board
ylar@aktivafinance.eu
AS Ekspress Grupp is the leading Baltic media group whose key activities include web media content production, and publishing of newspapers, magazines and books. The Group also operates an electronic ticket sales platform and ticket sales offices in Latvia and Estonia, offers digital outdoor screen service in Estonia and Latvia. In addition, the Group companies organize conferences, trainings and events mainly in Estonia and Lithuania but also in Latvia. Ekspress Grupp launched its operations in 1989 and employs about 1000 people.
