Helsinki, Finland, 2015-11-10 16:20 CET (GLOBE NEWSWIRE) --
Talentum Stock Exchange Release 10 November 2015 at 5.20 p.m.
Talentum Corporation has received the following notification on 10 November 2015:
NOTIFICATION OF A CHANGE OF SHAREHOLDING PURSUANT TO CHAPTER 9, SECTION 5 OF THE FINNISH SECURITIES MARKET ACT
1. Issuer of the shares
Talentum Corporation, business identity code 0114701-2.
2. Name of the shareholder subject to notification obligation
Shareholder Alma Media Corporation.
3. Reason for the notification
Talentum Corporation (hereinafter "Talentum") and Alma Media Corporation (hereinafter "Alma Media") have agreed on the combination of their businesses under a combination agreement entered into on 28 September 2015 (hereinafter the "Combination Agreement").
In order to effect the combination, Alma Media will make a voluntary public tender offer to purchase all of the issued and outstanding shares (hereinafter the "Talentum shares") and option rights of Talentum that are not owned by Talentum or any of its subsidiaries (hereinafter the "Exchange Offer").
At the moment the total number of shares and voting rights of Alma Media, including the number of shares and voting rights of the companies controlled by it, exceeds 30 per cent (3/10). Alma Media has got undertakings from Ilmarinen Mutual Pension Insurance Company and Accendo Capital SIVAC-SIF, who together represent 20.98 per cent of the shares and votes in Talentum, to accept the Exchange Offer which, if realized, will lead to that the number of shares and option rights of Talentum held by Alma Media, including the number of shares and voting rights of the companies controlled by it, will rise over 50 per cent. The undertakings of Ilmarinen Mutual Pension Insurance Company and Accendo Capital SIVAC-SIF shall be in force in accordance of their terms until 29 February 2016 at the latest or until the Exchange Offer is deemed to be completed.
Pursuant to the information received on 10 November 2015 from the bank by Alma Media, the acceptances for the Exchange Offer represent 18.96 per cent of the shares and votes in Talentum. Thus, if the Exchange Offer is realized, this will lead to that the number of shares and voting rights of Talentum held by Alma Media, including the number of shares and voting rights of the companies controlled by it, will rise over 66 2/3 per cent.
Kauppalehti Ltd is a subsidiary company of Alma Media totally owned by Alma Media. Other companies of the corporation but Alma Media corporation and Kauppalehti Ltd do not own Talentum's shares.
The offer period under the Exchange Offer is expected to end on 12 November 2015 unless the offer period is extended. The completion date of the Exchange Offer is preliminary expected to be 20 November 2015.
4. Alma Media's existing shareholding and voting rights including the number of shares and voting rights controlling by it
| Ownership | Number of Shares | % of total number of shares | Number of voting rights | % of total number of voting rights |
| Alma Media corporation | 1,036,295 | 2.34 | 1,036,295 | 2.34 |
| Kauppalehti Ltd (controlled company) | 13,200,000 | 29.80 | 13,200,000 | 29.80 |
|
Alma Media in total |
14,236,295 | 32.14 | 14,236,295 | 32.14 |
5. Alma Media's shareholding and voting rights including the number of shares and voting rights controlling by it if the Exchange Offer shall be completed
| Ownership | Number of Shares | % of total number of shares | Number of voting rights | % of total number of voting rights |
| Alma Media corporation | 18,726,242 | 42.28 | 18,726,242 | 42.28 |
| Kauppalehti Ltd (controlled company) | 13,200,000 | 29.80 | 13,200,000 | 29.80 |
|
Alma Media in total |
31,926,242 | 72.08 | 31,926,242 | 72.08 |
The percentages have been calculated in proportion to the total number of shares of Talentum registered at the Trade Register on 10 November 2015 and the total amount of voting rights related to them, i.e. 44,295,787 shares and voting rights.
Helsinki, 10 November 2015
Talentum Corporation
Aarne Aktan
CEO
Further information:
Lasse Rosengren, General Counsel, Talentum Corporation
tel. +358 40 342 4204
Distibution:
NASDAQ OMX Helsinki Ltd
Principal media
talentum.fi