The consideration to be offered for the Alma Media warrants will be EUR 23.80 per each 1999A warrant and EUR 20.48 per each 1999B warrant payable in cash. The offer price for the warrants represents a premium of 44 per cent and 46 per cent, respectively, to the closing prices on Monday 20 December 2004, and a premium of 102 per cent and 129 per cent, respectively, to the 12-month volume-weighted average prices of the Alma Media warrants. For the financial investor Schibsted considers this offer to be an opportunity to sell at an attractive price.
The offer period of 4 weeks under the tender offer will commence as soon as practicable after this announcement. The detailed terms and conditions of the tender offer will be included in the tender offer document to be published by Schibsted before the commencement of the offer period, as approved by the Financial Supervision Authority.
The completion of the tender offer will be conditional on Schibsted reaching a total holding of more than 1/3 of the votes in Alma Media, and on other conditions customary in transactions of similar nature and circumstances. Schibsted will finance the tender offer through a new loan facility from Danske Bank/Fokus Bank and Nordea.
This announcement is made by Schibsted without any prior contact to Alma Media regarding its intention to launch the tender offer and Schibsted has been able to evaluate Alma Media and its business on the basis of publicly available information only. The price that Schibsted intends to offer and the tender offer is based on the assumption that Alma Media is not in the possession of any unpublished price sensitive information regarding Alma Media or its shares. Schibsted will request that the Board of Directors of Alma Media issue a public statement on the fairness to the shareholders of the price and other terms and conditions of the tender offer.
|
NOK million
EUR/NOK = 8.43553
|
Alma Media
As of Sept/04
|
Schibsted
As of Sept/04
|
Alma Media
FY 2003
|
Schibsted
FY 2003
|
|
Operating revenues
|
2 866
|
6 930
|
3 914
|
8 555
|
|
EBITDA
|
455
|
889
|
548
|
1 189
|
|
Pre-tax profit
|
223
|
513
|
118
|
681
|
|
Balance sheet total
|
2 677
|
7 216
|
3 080
|
6 916
|
|
Equity ratio
|
48.8
|
38.1
|
48.5
|
36.6
|
|
Net interest bearing debt
|
652
|
1 227
|
803
|
734
|
|
Alma Media
|
|
|
|
Number of employees as of Dec 03
|
2 469
|
|
|
Foreign ownership share
|
52.0 %
|
|
|
Main shareholders as of Nov 04:
|
Votes (%):
|
Shares (%):
|
|
Bonnier & Bonnier AB
|
33.3
|
33.0
|
|
Sampo Life Insurance Company Ltd
|
8.7
|
4.6
|
|
Suomi Mutual Life Assurance Company
|
6.4
|
3.0
|
Press conferences will take place today in Helsinki at 10.30 am Finnish time at Restaurant G.W.Sundman’s Auditorium, Eteläranta 16 and in Oslo at 10.00 am Norwegian time/CET at Schibsted’s premises in Apotekergaten 10.
Oslo, 21 December 2004
SCHIBSTED ASA
Elisabeth Blom Tindlund
Investor Relations Officer