HHL Rühm Osaühing (the “Bidder”) made a voluntary takeover bid to all the shareholders of Aktsiaselts Ekspress Grupp (“Ekspress Grupp”) for acquiring all the shares of Ekspress Grupp (the “Shares”) not yet in the ownership of the Bidder (the “Bid”). The Bid was made based on the Bid notice (the “Bid Notice”) and the prospectus attached to it (the “Prospectus”, together with the Bid Notice, the “Bid Documents”). The Estonian Financial Supervision and Resolution Authority approved the Bid on 24 November 2025, ...

On 19 December 2025, AS Ekspress Grupp entered the contract for the acquisition of 100% of shares in the traffic training platform Liikluslab Baltic OÜ. Liikluslab Baltic OÜ is a platform for traffic education materials (liikluslab.ee) founded in 2019, which has expanded rapidly and offers services to both private individuals and driving schools. Liikluslab Baltic has two subsidiaries: the traffic learning environment Teooria OÜ (teooria.ee) and Liikluslab Tervis OÜ, which deals with health certificates for ...

Core Insights - Navan has been selected by Axel Springer as its new global travel management solution, providing access to its travel management platform and expense systems for employees [1][2] Company Overview - Navan is an all-in-one, AI-powered platform for business travel, payments, and expense management, designed to enhance the travel experience for frequent travelers [3] - The platform automates expense reconciliation and offers 24/7 support, making it user-friendly for travelers and reliable for finance teams [3] Key Benefits - The partnership with Axel Springer aims to deliver a seamless travel experience that meets the expectations of modern employees, akin to personal travel apps [2] - Navan's solution is expected to provide transparency on travel spending, benefiting the finance department of Axel Springer [2] Adoption and Technology - Navan targets a high adoption rate with at least 90% online bookings through its mobile and desktop app [4] - The platform utilizes embedded AI to achieve meaningful savings on annual travel spending, ensuring dynamic policy compliance and access to a comprehensive travel inventory [4]

Core Opinion - The Supervisory Board of Ekspress Grupp has assessed the voluntary takeover bid made by HHL Rühm Osaühing, concluding that the bid does not adversely affect the company or its interests, aligning with its long-term strategic goals [10][11]. Group 1: Supervisory Board Composition and Relationships - The Supervisory Board consists of Ülar Maapalu (Chairman), Argo Virkebau, and Sami Jussi Petteri Seppänen, with Maapalu acting as the representative and contact person for the Bidder [2][5]. - No contracts have been concluded between the members of the Management Board and Supervisory Board of Ekspress Grupp and the Bidder [5]. Group 2: Conflict of Interest and Risk Mitigation - There is a potential conflict of interest due to Ülar Maapalu's role as the representative of the Bidder, although no compensation is tied to the Bid [7][8]. - The Supervisory Board will analyze any potential conflicts of interest if resolutions regarding the Bid are required in the future [9]. Group 3: Impact on Employment and Company Strategy - The Supervisory Board believes that the Bid will not have immediate adverse effects on employment relationships, emphasizing the importance of retaining and training employees [12]. - The expected withdrawal from trading aligns with Ekspress Grupp's long-term strategic interests [10][11]. Group 4: Acceptance of the Bid - Mari-Liis Rüütsalu, the Chairman of the Management Board, intends to accept the Bid, owning 113,984 shares indirectly [15]. - Ülar Maapalu also intends to accept the Bid, owning 30,000 shares indirectly [16]. - Other members of the Supervisory Board and Management Board do not own shares and therefore cannot accept the Bid [16]. Group 5: Company Overview - Ekspress Grupp is a leading Baltic media group involved in web media content production, publishing, electronic ticket sales, and organizing events, employing around 1,000 people [17].

Group 1 - The Riga City Court ruled that the insolvency petition against AS Delfi was unfounded, confirming the lack of factual or legal basis for the claim [1] - AS Delfi Latvia will evaluate its future actions based on the court's conclusions and the reasoning provided in the judgment [1] - Jānis Grīviņš, Chairman of the Management Board of AS Delfi Latvia, emphasized the company's commitment to fostering a free and well-informed society while providing high-quality services [2] Group 2 - AS Delfi is a significant part of the Baltic region's largest media group, with a revenue of EUR 5.53 million and a profit of EUR 594,200 in 2024 [2] - AS Ekspress Grupp, the parent company of AS Delfi, is the leading Baltic media group involved in web media content production, publishing, and various other services [3] - The Group has been operational since 1989 and employs approximately 1,000 people, indicating its substantial presence in the media industry [3]

Core Insights - News Corp's shares increased by 6.1% after reporting third-quarter 2025 results that exceeded Wall Street expectations [1] - The company achieved revenue of $2.14 billion, a 2.3% year-over-year increase, surpassing analyst consensus by 2% [2] - GAAP profit was reported at $0.20 per share, which is 9.4% above estimates, indicating strong profitability [2] - Operating margin improved significantly to 56.1%, up from 10.2% in the same quarter last year, reflecting enhanced efficiency [2] Market Reaction - Shares closed at $26.74, marking a 6.8% increase from the previous close, indicating positive investor sentiment [3] - The stock has shown low volatility, with only four moves greater than 5% in the past year, suggesting that the market views this news as significant [4] - Year-to-date, News Corp's shares are down 2.7% and are trading 13.9% below their 52-week high of $31.03 [5] Historical Performance - An investment of $1,000 in News Corp shares five years ago would now be worth $1,706, demonstrating a solid long-term growth trajectory [5]

Core Viewpoint - HHL Rühm Osaühing intends to make a voluntary takeover bid for all shares of Aktsiaselts Ekspress Grupp not held by the Offeror, aiming to increase its shareholding to 90% [1][2]. Group 1: Takeover Bid Details - The Offeror plans to acquire shares at a price of 1.25 euros per share, which includes a premium of 0.13 euros per share (14.91%) over the average market price of 1.1165 euros per share during the first three quarters of 2025 [4]. - The bid is voluntary, meaning the Offeror is not obligated to follow specific pricing criteria set by takeover bid rules, and shareholders are not required to participate [5][3]. Group 2: Strategic Intentions - The Offeror's management believes that being listed on the stock exchange is unnecessary for Ekspress Grupp, as it does not require significant capital raising, and the costs associated with being publicly traded are considerable [6]. - The management emphasizes the need for the organization to focus on effectiveness in a challenging media landscape, particularly in preserving native-language media [6]. Group 3: Regulatory and Procedural Aspects - The Offeror will submit a takeover prospectus and bid notice to the Estonian Financial and Supervision Authority (EFSA) for approval before proceeding with the bid [6]. - The bid will comply with Estonian laws and will not require approval from foreign regulatory authorities [8].

Core Insights - News Corp. reported a revenue of $2.14 billion for the quarter ended September 2025, reflecting a decline of 16.8% year-over-year, while EPS increased to $0.22 from $0.21 in the previous year [1] - The revenue exceeded the Zacks Consensus Estimate of $2.11 billion by 1.53%, and the EPS surpassed the consensus estimate of $0.18 by 22.22% [1] Revenue Performance - Dow Jones revenue was $586 million, slightly below the average estimate of $586.05 million, showing a year-over-year increase of 6.2% [4] - Book Publishing revenue reached $534 million, exceeding the average estimate of $530.29 million, but down 2.2% year-over-year [4] - Digital Real Estate Services generated $479 million, surpassing the average estimate of $473.39 million, with a year-over-year growth of 4.8% [4] - News Media revenue was $545 million, above the average estimate of $522.49 million, marking a 4.6% increase compared to the previous year [4] EBITDA Analysis - Dow Jones EBITDA was reported at $144 million, closely matching the average estimate of $144.07 million [4] - News Media EBITDA significantly improved to $30 million, compared to the average estimate of $16.34 million [4] - Other EBITDA was reported at -$50 million, better than the average estimate of -$58 million [4] - Book Publishing EBITDA was $58 million, below the average estimate of $69.29 million [4] - Digital Real Estate Services EBITDA was $158 million, slightly below the average estimate of $158.62 million [4] Stock Performance - Over the past month, News Corp. shares have declined by 5.1%, contrasting with a 1.3% increase in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 4 (Sell), indicating potential underperformance relative to the broader market in the near term [3]

Group Structure Reorganization - AS Ekspress Grupp is reorganizing its group structure by transferring the shareholding of its subsidiary OÜ Geenius Meedia to AS Delfi Meedia to leverage Delfi Meedia's expertise and focus on content development [1] - Geenius Meedia OÜ will continue to operate as a separate media company despite the structural change [1] Company Overview - Geenius Meedia OÜ, founded in 2015, reported a turnover of 2.24 million euros in 2024 and employs 34 people with nearly 7,000 digital subscriptions [2] - Delfi Meedia AS is recognized as Estonia's fastest and most innovative media company, owning the largest news portal Delfi and publishing various newspapers and magazines [3] - AS Ekspress Grupp is the leading Baltic media group, involved in web media content production, publishing, electronic ticket sales, and organizing events, employing around 1,000 people [3]

Core Points - AS Ekspress Grupp's Latvian subsidiary AS Delfi is facing an insolvency application filed by SIA Ekis & Co-Positioning and Consulting over a contractual dispute related to advertising services [1] - The dispute is characterized as a standard commercial issue regarding contested invoices, which should be resolved through legal channels rather than insolvency proceedings [2] - The claim amount in question is 200,000 euros, and the dispute does not affect Delfi Latvia's daily operations or its financial position [3] Company Overview - AS Delfi is a significant component of the Baltic region's largest media group, with a revenue of 5.5 million euros and a profit of 594,281 euros in 2024 [4] - The company meets all contractual obligations, including those related to state-funded media projects [4] - AS Ekspress Grupp, established in 1989, is the leading Baltic media group, involved in web media content production, publishing, electronic ticket sales, and organizing events, employing around 1,000 people [4]