The merger memorandum concerning the combination merger of Werner Söderström Osakeyhtiö - WSOY, Sanoma Corporation, Helsinki Media Corporation and Oy Devarda Ab has today been distributed to the Helsinki Stock Exchange and principal media.
The merger memorandum is at the same time serving as listing particulars. It has been mailed to the shareholders of the merging companies and is available as from 18 June 1998 at those offices of co-operative saving banks and Okopankki Oyj which deal in securities.
The merger memorandum includes previously unpublished pro forma calculations prepared to conceptualise the economic development of the new corporation, as well as financial statements for three years and an estimate of the prospects of the new corporation, enclosed to this release.
WERNER SÖDERSTRÖM OSAKEYHTIÖ - WSOY
Executive Vice President
HELSINKI MEDIA COMPANY OY
OY DEVARDA AB
President and CEO
Helsinki Stock Exchange
Eclosure 1. New corporation in figures; pro forma calculations
Eclosure 2. Future outlook
THE NEW COMPANY IN FIGURES, PRO FORMA CALCULATIONS
To describe the economic development of the corporation formed as a result of the merger, pro forma income statements and balance sheets have been prepared for three years. The pro forma income statements
and balance sheets are based on the consolidated financial statements of Sanoma Group, WSOY Group, Helsinki Media Group, Rautakirja Group and Oy Devarda Ab.
PRO FORMA CALCULATION
INCOME STATEMENT (FIM millions)
Increase/decrease in inventories
of finished goods
Share in associated companies
Other revenues from operations
Profit on operations before
Profit on operations after
Financial income and expenses
Profit/loss on operations before
extraordinary items, reserves
Extraordinary income and expenses
Profit/loss before reserves
Net profit for the year
BALANCE SHEET (FIM millions)
Securities included in fixed
assets and other long-term
Short-term investment (incl.
cash in hand and at bank)
SHAREHOLDERS EQUITY AND LIABILITIES
KEY FINANCIAL INDICATORS AND PER SHARE RATIOS OF THE CORPORATION
Net sales, FIM millions
Profit on operations, FIM millions
% of net sales
Profit on operations before
extraordinary items, FIM millions
% of net sales
Profit before appropriations and
taxes, FIM millions
% of net sales
Total assets, FIM millions
Return on equity, % (ROE) *)
Return on investment, % (ROI) *)
Equity ratio, %
Earnings per share, FIM **)
Shareholders' equity per share, FIM **)
Estimated number of shares,
1,000 shares **)
Personnel on average
Newspaper delivery personnel
* The shareholders´ equity for 1995 has been calculated according to the situation at the end of the year.
** The maximal number of shares in the new company has been considered as number of shares in the pro forma calculation.
CALCULATION OF KEY INDICATORS
The key indicators have been calculated in accordance with the instructions of the Accounting Board of April 12, 1996.
PRINCIPLES USED IN THE PREPARATION OF THE PRO FORMA CALCULATIONS
The mutual shareholding of the merging companies has mainly been deducted from restricted equity, and to the extent that this has been insufficient, from unrestricted equity. Internal shareholding has been deducted according to the situation at December 31, 1997.
Rautakirja Oyj has been consolidated item by item like a subsidiary also for years when the aggregate stake of the merging companies in Rautakirja has remained below 50 %. Minority interest of result and equity has been stated according to real shareholding. The group goodwill on the WSOY's holding in Rautakirja in the consolidated balance sheet is booked as expense for 1997.
The balance sheet value of Helsinki Media Company Oy shares owned by Sanoma Corporation's subsidiary Lastannet Holding B.V. has been deducted from unrestricted equity.
The value appreciations booked in Sanoma Corporation's consolidated financial statements have been canceled.
The payouts to employee profit-sharing funds by Sanoma Corporation and Helsinki Media Company Oy have been stated as personnel costs differently from the approved financial statements.
The conversion differences due to internal shareholdings have been booked to income. The corresponding changes have been made in the pro forma calculations.
The merger of Werner Söderström Osakeyhtiö - WSOY, Sanoma Corporation, Helsinki Media Company Oy and Oy Devarda Ab will result in the creation of a Finnish media corporation whose operations cover virtually all modern media communications. The operations of the merging companies are mutually complementing and will form a comprehensive operational entity.
The arrangement will create a good basis for the development of book, newspaper and magazine publishing to the benefit of writers, editors, producers and customers. The new corporation will permit a rationalization of production machinery and provide good conditions for efficient marketing. It will also ensure the availability of sufficient resources to participate in the internationalization process.
Sanoma-WSOY Oyj's business areas offer interesting potential for development and growth. Based on its good personnel resources and its strong capital structure, the corporation will also have adequate resources to utilize new opportunities.
Sanoma-WSOY Oyj possesses considerable material know-how also from the multimedia environment. Supported by the constellation resulting from the merger, the company's products will enjoy good access to physical and electronic distribution channels. The television operator Channel Four Finland and access to the cable TV network as an electronic distribution channel will offer interesting growth possibilities in Finland. Other growth areas include publishing of economic information both in printed and electronic media, as well as development of multimedia products.
Sanoma-WSOY Oyj will have good potential for profitable activities and their sustainable development. The combined resources will create the basis for utilization of synergies and improved efficiency of operations. However, it is not found appropriate at this stage to estimate their economic impact or forecast the future even more generally.