Otava Ltd commences the mandatory public tender offer for shares in Alma Media
Corporation on 30 June 2023
OTAVA LTD Stock
exchange release 29 June 2023, at
6:00 p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH
AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO
REFER TO THE SECTION TITLED "INFORMATION FOR SHAREHOLDERS OF ALMA MEDIA IN THE
UNITED STATES" AT THE END OF THIS RELEASE.
The offer document regarding Otava Ltd's mandatory public tender offer to the
shareholders of Alma Media Corporation is published, and the offer period
commences on 30 June 2023
In its stock exchange release published on 21 June 2023, Otava Ltd ("Otava" or
the "Offeror") announced its mandatory public tender offer for all shares in
Alma Media Corporation ("Alma Media" or the "Company") (the "Offer").
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Offer (the "Offer
Document").
The Offer Document is available as of today, 29 June 2023, in Finnish at
otavakonserni.fi/konsernin-kuulumisia/pakollinen-julkinen-ostotarjous-alma-media
-oyjn-osakkeista/,
and as a translation in English at
otavakonserni.fi/group-news/mandatory-public-tender-offer-of-shares-in-alma-medi
a-corporation/.
The offer period for the Offer will commence on 30 June 2023, at 9:30 a.m.
(Finnish time) and expire on 21 July 2023, at 4:00 p.m. (Finnish time), unless
the offer period is extended or any extended offer period is discontinued in
accordance with the terms and conditions of the Offer (the "Offer Period"). The
Offeror will announce, by way of stock exchange releases, any possible
extension of the Offer Period as soon as practically possible as well as any
other information required to be announced in accordance with applicable laws
and regulations.
The shareholders of Alma Media are offered EUR 9.10 in cash for each validly
tendered share (the "Offer Price").
The Offer Price has been determined based on 82,383,182 issued and outstanding
shares in Alma Media as at the date of Offer Document. Should the Company
increase the number of shares as a result of any measure with a dilutive
effect, or in any other way distribute or transfer value to its shareholders,
or if a record date with respect to any of the foregoing occurs prior to any
settlement of the Offer (with the effect that any resulting distribution of
funds is not payable to the Offeror), the Offeror reserves the right to reduce
the Offer Price payable accordingly on a euro-for-euro basis.
As of the date of Offer Document, Alma Media's Board of Directors has not
issued a statement on the Offer.
21,303,467 shares, representing approximately 25.86 per cent of all shares and
voting rights issued by Alma Media, are held by shareholders who have
irrevocably agreed in advance not to accept the Offer for the shares held by
them, provided that the Offer is carried out in accordance with the terms and
conditions and within the time frame described in the Offer Document (the
"Irrevocable Undertakings").
In accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act
(746/2012, as amended, "SMA"), a mandatory tender offer may only be subject to
obtaining the necessary regulatory decisions.
The Offeror is of the view that the completion of the Offer will not require
approvals from competition authorities at least in a situation in which Otava's
shareholding of all shares in Alma Media remains below 36.84 per cent as a
result of the Offer. If Otava's shareholding would exceed the aforementioned
threshold as a result of the Offer, the Offeror would contact the Finnish
Competition and Consumer Authority (the "FCCA") and other potentially competent
competition authorities to confirm whether the reaching of the threshold
requires an approval of the FCCA and/or any other competent competition
authority for the shareholding acquired as a result of the Offer. It should
also be noted that in this case, Otava would not be allowed to use the voting
rights conferred by the shares acquired as a result of the Offer or otherwise
influence the competitive behaviour of Alma Media before the FCCA or any other
competent competition authority would have taken a position on whether reaching
of the threshold would lead to the acquisition of control, and/or Otava's
shareholding in Alma Media acquired as a result of the Offer would have been
approved. Therefore, the completion of the Offer is not subject to any
approvals from competition authorities.
The obligation of the Offeror to accept for payment the shares validly tendered
and to complete the Offer shall be subject to the receipt of all necessary
regulatory approvals, permits and consents on or by the date of the Offeror's
announcement of the final result of the Offer in accordance with Chapter 11,
Section 18 of the SMA. However, on the date of this Offer Document, the Offeror
is not aware of any other regulatory or similar approvals which would be
required for the completion of the Offer.
Most Finnish account operators are expected to send a notice regarding the
Offer and related instructions and an acceptance form to their customers who
are registered as shareholders in the shareholders' register of Alma Media
maintained by Euroclear Finland. Shareholders of Alma Media who do not receive
such instructions or an acceptance form from their account operator or asset
manager should first contact their account operator or asset manager and can
subsequently contact Evli Plc by sending an email to operations@evli.com, where
such shareholders of Alma Media can receive information on submitting their
acceptance of the Offer, or, if such shareholders are U.S. residents or located
within the United States, they may contact their brokers for the necessary
information.
Those shareholders of Alma Media whose shares are nominee-registered and who
wish to accept the Offer, must submit their acceptance in accordance with the
instructions given by their custodian of the nominee-registered shares. The
Offeror will not send an acceptance form or any other documents related to the
Offer to nominee-registered shareholders of Alma Media.
A shareholder of Alma Media who wishes to accept the Offer must submit the
properly completed and duly executed acceptance form to the account operator
that manages the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator. Any
acceptance must be submitted in such a manner that it will be received within
the Offer Period and/or any Subsequent Offer Period (as defined in the terms
and conditions of the Offer enclosed to this stock exchange release) taking
into account, however, the instructions given by the relevant account operator.
The account operator may request the receipt of acceptances prior to the
expiration of the Offer Period and/or Subsequent Offer Period. Shareholders of
Alma Media submit acceptances at their own risk. Any acceptance will be
considered as submitted only when an account operator has actually received it.
The Offeror reserves the right to reject or approve, in its sole discretion,
any acceptance submitted outside the Offer Period or any Subsequent Offer
Period, as applicable, or in an incorrect or incomplete manner.
The preliminary result of the Offer will be announced by a stock exchange
release on or about the first (1st) Finnish banking day following the
expiration of the Offer Period (including any extended or discontinued Offer
Period). The final result of the Offer will be announced on or about the third
(3rd) Finnish banking day following the expiration of the Offer Period. In
connection with the announcement of the final result, the percentage of the
shares in respect of which the Offer has been validly accepted and not validly
withdrawn will be confirmed.
The Offeror reserves the right to acquire shares also in public trading on
Nasdaq Helsinki or otherwise outside the Offer during and after the Offer
Period (including any extension thereof) and any Subsequent Offer Period and
thereafter to the extent permitted by applicable laws and regulations.
The terms and conditions of the Offer are enclosed in their entirety to this
stock exchange release (Appendix 1).
The Offeror has appointed Advium Corporate Finance Ltd as its financial
advisor, Evli Plc as arranger and Hannes Snellman Attorneys Ltd as legal
adviser in connection with the Offer.
Otava Ltd
Board of Directors
For further information, please contact:
Alexander Lindholm, CEO, Otava Ltd
Tel. +358 40 833 0126
Information about the Offer is made available at
otavakonserni.fi/group-news/mandatory-public-tender-offer-of-shares-in-alma-medi
a-corporation/.
ABOUT THE OFFEROR
The Offeror is a private limited company Otava Ltd (Business ID 0822255-6),
which is incorporated under the laws of Finland. The Offeror is domiciled in
Helsinki and its registered address is Uudenmaankatu 10, FI-00120 Helsinki,
Finland. The Offeror publishes books, educational materials and periodicals,
publishes online services and owns the bookstore Suomalainen Kirjakauppa.
ABOUT ALMA MEDIA
Alma Media is an international company of digital media, marketplaces and
services with a strong capacity for renewal. Alma Media's business operations
in Finland includes leading housing and automotive marketplaces, financial and
professional media, national consumer media and content and data services for
businesses and professionals. Alma Media's international business in Eastern
Central Europe, Sweden and the Baltic countries consists of recruitment
services and an online marketplace for commercial properties. In Finland, Alma
Media's best-known brands include Kauppalehti, Talouselämä, Iltalehti, Jobly,
Etuovi.com, Nettiauto and Nettimoto. Internationally, Alma Media has
recruitment services in countries such as the Czech Republic (prace.cz and
jobs.cz), Slovakia (Profesia.sk) and Croatia (mojposao.net).
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION IN WHICH THE
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN, AUSTRALIA, CANADA,
HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND. INVESTORS SHALL
ACCEPT THE OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED
IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED
BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE
PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE OFFER DOCUMENT AND
RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR
TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS
OR REGULATIONS. IN PARTICULAR, THE OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND. THE OFFER CANNOT BE ACCEPTED,
DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM
WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR
SWITZERLAND AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED
MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders of Alma Media in the United States
The Offer is made for the issued and outstanding shares (which are not held in
treasury) of Alma Media, which is domiciled in Finland, and is subject to
Finnish disclosure and procedural requirements. The Offer is made in the United
States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemption
provided under Rule 14d-1(c) under the Exchange Act, for a Tier I tender offer
(the "Tier I Exemption"), and otherwise in accordance with the disclosure and
procedural requirements of Finnish law, including with respect to the Offer
timetable, settlement procedures, withdrawal, waiver of conditions and timing
of payments, which are different from those of the United States. The Offer is
made to Alma Media's shareholders resident in the United States on the same
terms and conditions as those made to all other shareholders of Alma Media to
whom an offer is made. Any informational documents, including this release, are
being disseminated to U.S. shareholders on a basis comparable to the method
that such documents are provided to Alma Media's other shareholders. U.S.
shareholders should consider that the Offer Price is being paid in EUR and that
no adjustment will be made based on any changes in the exchange rate.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this release and during the pendency of the Offer, and other than
pursuant to the Offer, directly or indirectly purchase or arrange to purchase
shares or any securities that are convertible into, exchangeable for or
exercisable for shares. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. To the
extent information about such purchases or arrangements to purchase is made
public in Finland, such information will be disclosed by means of a press
release or other means reasonably calculated to inform U.S. shareholders of
Alma Media of such information. In addition, the financial advisers to the
Offeror may also engage in ordinary course trading activities in securities of
Alma Media, which may include purchases or arrangements to purchase such
securities. To the extent required in Finland, any information about such
purchases will be made public in Finland in the manner required by Finnish law.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE
MERITS OR FAIRNESS OF THE OFFER, OR PASSED ANY COMMENT UPON THE ADEQUACY,
ACCURACY OR COMPLETENESS OF THE DISCLOSURE IN THIS RELEASE IN RELATION TO THE
OFFER. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
The receipt of cash pursuant to the Offer may be a taxable transaction. Each
holder of shares is urged to consult its independent professional advisers
regarding the tax and other consequences of accepting the Offer.
To the extent the Offer is subject to U.S. securities laws, those laws only
apply to U.S. holders of shares and will not give rise to claims on the part of
any other person. It may be difficult for Alma Media's shareholders to enforce
their rights and any claims they may have arising under the U.S. federal
securities laws, since the Offeror and Alma Media are located in non-U.S.
jurisdictions and some or all of their respective officers and directors may be
residents of non-U.S. jurisdictions. Alma Media shareholders may not be able to
sue the Offeror or Alma Media or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Offeror or Alma Media or their respective affiliates to
subject themselves to a U.S. court's judgment.
Forward-looking statements
This stock exchange release contains statements that, to the extent they are
not historical facts, constitute "forward-looking statements". Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions
relating to acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, business
strategy and the trends in the industries and the political and legal
environment and other information that is not historical information. In some
instances, they can be identified by the use of forward-looking terminology,
including the terms "believes", "intends", "may", "will" or "should" or, in
each case, their negative or variations on comparable terminology. By their
very nature, forward-looking statements involve inherent risks, uncertainties
and assumptions, both general and specific, and risks exist that the
predictions, forecasts, projections and other forward-looking statements will
not be achieved. Given these risks, uncertainties and assumptions, investors
are cautioned not to place undue reliance on such forward-looking statements.
Any forward-looking statements contained herein speak only as at the date of
this stock exchange release.
Disclaimer
Advium Corporate Finance Ltd is acting exclusively on behalf of the Offeror and
no one else in connection with the Offer or other matters referred to in this
release, does not consider any other person (whether the recipient of this
release or not) as a client in connection to the Offer, and is not responsible
to anyone other than the Offeror for providing protection or providing advice
in connection with the Offer or any other transaction or arrangement referred
to in this release.
Evli Plc is acting as the Arranger of the Offer, and will not consider any
person other than the Offeror as a client in connection with the Offer, and
will not be responsible to anyone other than the Offeror for providing the
protections afforded to clients of Evli, nor for providing any advice in
relation with the Offer.
Attachment:
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