Combination of SanomaWSOY Share Series - Additional Information to the Board's Proposal to the AGM
SanomaWSOY Corporation's Board of Directors have today proposed to
the Annual General Meeting (AGM) of April 3, 2006 that
SanomaWSOY's Series A and B shares be combined to one new share
series and that a issue of shares be directed to the holders of
current Series A shares in order to compensate the decrease in the
voting rights attached to the current Series A shares. According
to the proposal, combining these two share series would be
implemented by removing provisions related to differences between
the share series from the Articles of Association in such a way
that each Series A share will be converted into a new share whose
rights correspond to the current Series B share.
SanomaWSOY's shareholders who own more than half of the Company's
Series A shares have in advance notified in writing that they
second and approve the arrangement provided that the AGM approves
the Board's proposal as stipulated in the Finnish Companies Act.
The financial advisor to SanomaWSOY and the arranger of the
directed issue to the holders of Series A shares, Nordea Bank
Finland Plc, has given a fairness opinion concerning the
arrangement stating that the structure and the compensation
proposed is fair for the shareholders. Also the auditors of
SanomaWSOY, PricewaterhouseCoopers (Authorised Public
Accountants), have stated that the Board has given a true and fair
view of the grounds for defining the per-share subscription price
and for deviating from the pre-emptive rights of shareholders in
the share issue directed to the Series A shareholders.
Additional information about the combining the share series, the
related directed issue, and the proposed changes in the Articles
of Association can be found on the Group's website at
www.sanomawsoy.fi. Also, a letter to the shareholders explaining
the arrangement in more detail will be posted to all shareholders
in connection with the notice of the Annual General Meeting.
SanomaWSOY will publish a prospectus in relation to the share
issue. The estimated publishing date is April 4, 2006.
Further information: SanomaWSOY's IR & Group Communications, tel.
+385 105 19 5062 or ir@sanomawsoy.fi
This document is not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended. The issuer of the shares
has not registered, and does not intend to register, any portion
of the offering in the United States and does not intend to
conduct a public offering of shares in the United States.
This document shall not be distributed in the United States or in
any other jurisdiction where its distribution or publication would
be against applicable securities markets regulation. Offer will
not be made directly or indirectly in any jurisdiction where
prohibited by applicable law or where publication of a prospectus,
registration or any other action would be required in addition to
those actions required by Finnish law.