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.

The member of the Management Board of HHL Rühm Hans (H.) Luik said: “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.”