The Finnish Financial Supervision Authority has today approved the tender offer document relating to Schibsted ASA’s tender offer for all of the issued and outstanding shares and warrants in Alma Media Corporation.
The acceptance period for the tender offer will commence on 4 January 2005 at 9.00 a.m. (Finnish time) and expire on 31 January 2005 at 4.00 p.m. (Finnish time) unless the offer period is extended or discontinued.
The price offered for each Alma Media series I share is EUR 11.40 in cash and for each Alma Media series II share EUR 10.70 in cash. The price offered for each 1999 series A warrant is EUR 23.80 in cash and for each 1999 series B warrant EUR 20.48 in cash.
The tender offer is conditional upon the satisfaction or waiver of the following conditions:
1) Shares and warrants representing more than one-third of the voting rights in Alma Media (on a fully diluted basis) shall have been validly tendered and not properly withdrawn in accordance with the terms and conditions of the tender offer;
2) Any regulatory approvals or other permits required by law to be obtained before the consummation of the tender offer shall have been received;
3) Schibsted shall not, after the date when it announced its intention to launch the tender offer, have received information regarding any facts or circumstances that have resulted in or constituted, or that are likely to result in or constitute, a Material Adverse Change (as defined in the terms and conditions of the tender offer);
4) Schibsted shall have been given the possibility to conduct a due diligence review in Alma Media, and Schibsted shall not, in the due diligence review or otherwise, have found any matters or issues that, taken as a whole, may have a material negative impact on the value or financial position of Alma Media. The due diligence review requires the cooperation of the Board of Directors of Alma Media; and
5) The average weighted prices of the trading prices of the Alma Media shares on the Helsinki Stock Exchange for the ten (10) trading days preceding the closing date of the tender offer (said date included) shall not, with respect to either series of shares, exceed the prices offered for the shares.
A shareholder or warrant holder may, at any time prior to the expiry of the offer period or the extended offer period, as the case may be, withdraw the shares or warrants tendered.
Schibsted has on 21 December 2004 requested a public statement on the tender offer from the Board of Directors of Alma Media.
The complete offer document relating to the tender offer will be available in Finnish and in English from 4 January 2005 onwards at ICECAPITAL Securities Ltd., Keskuskatu 1 A, FI-00100 Helsinki, Finland; Carnegie Investment Bank AB Finland Branch, Eteläesplanadi 12, FI-00130 Helsinki, Finland; and at OMW way, Fabianinkatu 14, FI-00130 Helsinki, Finland, and at www.icecapital.fi, www.carnegie.fi.
A summary of the terms and conditions of the tender offer have been enclosed as an annex to this press release.
Contact person: CFO and Executive Vice President Trond Berger – tel: +47 23106695 / +47 916 86 695.
Oslo, 3 January 2005
Elisabeth Blom Tindlund
Investor Relations Officer