Sanoma Corporation, Stock exchange release, 30 April 2020 at 10:45 EET

Sanoma completes the acquisition of Alma Media’s regional news media business

Sanoma has completed the acquisition of Alma Media’s regional news media business. The acquisition was announced on 11 February 2020 and unconditional approval of the Finnish Competition and Consumer Authority was received on 19 March 2020.

“I am enthusiastic and honoured to welcome Alma Media’s strong regional news teams and brands with more than 140 years of success in high quality independent news media to Sanoma. We are well prepared to work closely together and look forward to learning the best practises from each other. In the current times with the corona pandemic, independent journalism and news media play a more important role in people’s everyday life than ever. We can secure its vitality for future generations by joining forces. Together we ensure the attractiveness of our digital news media products and can further accelerate growth of our combined digital subscription base,” says Susan Duinhoven, President & CEO of Sanoma.

About Alma Media’s regional news media business

The acquired business consists of Alma Media Kustannus Oy, publisher of leading regional newspapers Aamulehti and Satakunnan Kansa, as well as thirteen local newspapers in Tampere region, Western Finland and Central Finland. It also includes Alma Manu Oy, provider of printing services with a state-of-the-art printing facility in Tampere. Total number of subscriptions of the acquired titles was 185,000 on 31 March 2020, approx. 15% of the subscriptions already being digital-only. Subscription sales compose approx. 60% and advertising sales approx. 40% of the total net sales of the acquired business.

Preliminary adjusted key figures by quarter (pro forma *)

EUR million Q1 20   Q4 19 Q3 19 Q2 19 Q1 19   FY 19
Net sales 21.0   23.7 22.3 24.4 23.2   93.5
EBIT 1.8   3.2 2.1 2.5 2.4   10.2
  Items affecting comparability (IACs) (IAC) 0   1.3 1.3 1.3 1.3   5.0
  PPA amortisations 0   0 0 0 0   0
Operational EBIT excl. PPA 1.8   4.4 3.4 3.7 3.6

  		  15.2

* Including the annual cost savings (booked as IACs) and the corresponding reduction in net sales of approx. EUR 5 million related to the delivery outsourcing agreement that came into effect on 1 January 2020.

365 employees (FTE) working in the acquired business will with the closing become employees of Sanoma Group.

Sanoma estimates that, on top of the approx. EUR 5 million cost savings related to the delivery outsourcing agreement that came into effect on 1 January 2020, the acquisition will create net annual synergies of approx. EUR 13 million. These synergies are expected to be realised in full in 2022 and mainly relate to operational efficiency, procurement and IT, as well as shared operations and support functions.

About the transaction

Cash and debt free purchase price of the acquired business was EUR 115 million, including approx. EUR 37 million of net debt and advances received, and it was paid at closing. The enterprise value represents an EV / pro forma adjusted EBITDA multiple of 5.8 including the impact of the delivery outsourcing agreement, and 3.5 including also synergies. Sanoma has financed the acquisition with funds received from the divestment of Sanoma Media Netherlands, which was completed on 20 April 2020.

Sanoma will book approx. EUR 10 million of transaction and integration costs as items affecting comparability (IACs) in Sanoma Media Finland’s 2020 result, of which EUR 1 million was booked in Q1 2020. The transaction was completed earlier than estimated at the moment of signing, which has increased the estimated integration costs in 2020 significantly. In addition to the IACs, approx. EUR 3 million of additional operational costs related to transitional service agreement are expected for the first 7 months after closing. Taking into account the operating cash flow of the acquired business and costs related to the transaction, Sanoma expects the acquisition to have a neutral impact on its free cash flow in 2020.

The acquired business will be reported as part of Sanoma Media Finland SBU as of 1 May 2020.


Additional information
Kaisa Uurasmaa, Head of Investor Relations and CSR, tel. +358 40 560 5601

Sanoma

Sanoma is a front running learning and media company impacting the lives of millions every day. We enable teachers to excel at developing the talents of every child, provide consumers with engaging content, and offer unique marketing solutions to business partners.

Today, we operate in ten countries including Finland, the Netherlands and Poland. Our net sales totalled EUR 900 million and we employed approx. 3,500 professionals in 2019. Sanoma shares are listed on Nasdaq Helsinki. More information is available at www.sanoma.com.

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