(MENAFN- GlobeNewsWire - Nasdaq) HHL Rühm Osaühing (a company registered in Estonia with registry code 10743222, „ HHL Rühm“ or“ Offeror”) announces its intention to make a voluntary takeover bid to all shareholders of Aktsiaselts Ekspress Grupp („ Ekspress Grupp“) to acquire all shares of Ekspress Grupp not held by the Offeror (“ Bid”).

The Offeror wishes to increase its shareholding in Ekspress Grupp to 90%. Following successful Bid the Offeror intends to apply for takeover of the remaining shares according to § 182¹ of the Estonian Securities Market Act and provisions of chapter 29¹. of the Estonian Commercial Code and intends to initiate the proceedings for terminating the admission to trading of the shares of Ekspress Grupp in the main list of the Nasdaq Tallinn Stock Exchange.

The Bid takes place as a voluntary takeover bid and under § 166 of the Estonian Securities Market Act the Offeror is not obliged to conduct the Bid.

The intended Bid is made for all shares of Ekspress Grupp not held by the Offeror. The Offeror makes the Bid with the price of 1.25 euro per one Ekspress Grupp share. The Offeror has determined the price according to the average market price of Ekspress Grupp share at Nasdaq Tallinn Stock Exchange during the first three quarters of 2025 (1.1165 euros per share) to which a premium of 0,13 euros per share (14,91%) is added.

A voluntary takeover bid means that the Offeror is not obliged to determine the price of the Bid based on the criteria for determining the just price specified in the takeover bid rules. Furthermore, this also means that the shareholders are not obligated to participate in the Bid. All shareholders may freely choose whether to accept the Bid or not. HHL Rühm treats all shareholders equally and the Bid is made with respect to all shares of Ekspress Grupp not belonging to the Offeror.

Member of the Management Board of HHL Rühm Hans (H.) Luik:

“The main objective of being listed on the stock exchange is to raise capital for business activities. As Ekspress Grupp's activities do not involve the necessity to raise large amounts of capital, then there is no reason to be admitted to trading on the stock exchange. Additionally, it should be noted that being admitted to trading on the stock exchange involves considerable administrative and financial costs for the company. Media landscape is constantly in difficult state and to preserve and manage native-language and -minded media will be a huge challenge in the future. Thus, the whole organization must focus on effectiveness and give up everything which hinder it.”

The terms of the Bid and its acceptance (including the offer price of the Bid) shall be determined in the takeover prospectus (“ Prospectus”) and Bid notice to be published by the Offeror. In accordance with applicable law, the Offeror shall submit the Prospectus and the Offer notice to the Estonian Financial and Supervision Authority (“ EFSA”) for approval. Following the EFSA's approval the Prospectus and the Bid notice will be published on the date determined by the EFSA.

This notice does not constitute, or form part of, any offer, invitation or solicitation by any party to sell or purchase any securities in any jurisdiction. This notice is a notice on the intention to make the Bid and it does not constitute the Bid notice or Prospectus. The Bid is made only if the EFSA approves the Bid, and the Bid is made only in accordance with the Prospectus and the Bid notice approved by the EFSA.

The Bid shall be made in accordance with the laws of the Republic of Estonia and will not be subject to any review or approval by any foreign regulatory authority. The Bid will not be made to persons whose participation in the Bid requires an additional offer document to be prepared, a registration effected or that any other measures would be taken in addition to those required under the laws of the Republic of Estonia. In the event of any inconsistency between the contents of the Prospectus and any other document or release, the provisions of the Prospectus in the Estonian language shall prevail.

This notice is not for release or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or to persons or jurisdictions who are subject to financial sanctions imposed by competent authorities. Persons receiving this document or any other related documents (including custodians, nominees and trustees) must observe these restrictions and must not send or distribute this document in or into the relevant jurisdictions or to relevant persons.

Neither this document nor any other information supplied in connection with the Bid should be considered as a recommendation by either the Offeror or by any other person to any recipient of this document (including any other information supplied in connection with the Bid) to sell any Ekspress Grupp shares. Each person who contemplates selling any shares should make its own independent investigation of the financial condition and affairs of Ekspress Grupp and its subsidiaries, and its own appraisal of the Bid.

Unless otherwise specified in this notice, all information contained in this notice is presented as at the date of this notice.

Additional information:
Ülar Maapalu
...

AS Ekspress Grupp is the leading Baltic media group whose key activities include web media content production, and publishing of newspapers, magazines and books. The Group also operates an electronic ticket sales platform and ticket sales offices in Latvia and Estonia, offers digital outdoor screen service in Estonia and Latvia. In addition, the Group companies organize conferences, trainings and events mainly in Estonia and Lithuania but also in Latvia. Ekspress Grupp launched its operations in 1989 and employs about 1000 people.

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