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, ...

Core Insights - DÉKUPLE Group reported sustained growth in the first nine months of 2025, with net sales reaching €175.1 million, a 12.7% increase year-on-year, driven by digital marketing and international expansion [1][7][20] - The company confirmed the strength of its integrated growth model, emphasizing resilience and profitability in a challenging economic environment [2][20] Financial Performance - Net sales for the first nine months of 2025 were €175.1 million, up 12.7% from €155.4 million in the same period of 2024 [7][8] - Net revenue increased to €130.9 million, reflecting a 7.6% growth compared to €121.7 million in 2024 [8][11] - Digital Marketing emerged as a strategic growth engine, with net revenue of €78.5 million, a 19.5% increase from €65.7 million [9][15] Segment Analysis - Digital Marketing accounted for over 70% of consolidated net sales, with significant contributions from consulting and technology [4][15] - Magazines generated net revenue of €46.7 million, down 6.5% from €50.0 million, while the Insurance segment reported €5.7 million, a decrease of 5.4% [8][17] - International operations saw a remarkable growth of 241.1%, with net revenue reaching €16.8 million, compared to €4.9 million in the previous year [13][14] Strategic Initiatives - The company is focused on a selective and profitable growth strategy, emphasizing innovation and operational excellence [6][20] - The upcoming Ambition 2030 Plan aims to structure DÉKUPLE's long-term vision and reinforce its position as a leader in data marketing [6][21] Employee Contribution - The commitment and innovative mindset of DÉKUPLE's 1,200 employees are highlighted as key drivers of the company's success [7]

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 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 - DÉKUPLE Group reported strong growth in the first half of 2025, with net sales increasing by 12.3% to €117.4 million and net revenue rising by 5.8% to €88.3 million, driven primarily by digital marketing and international expansion [1][4][5] Financial Performance - Net sales reached €117.4 million, up 12.3% compared to the same period in 2024 [4][5] - Net revenue was €88.3 million, reflecting a 5.8% increase, with digital marketing operations contributing significantly [2][6] - Digital marketing generated €52.6 million in net revenue, marking a 16.1% growth, while magazines and insurance segments saw declines [11][13][14] Segment Analysis - Digital Marketing: - Net revenue increased by 16.1% to €52.6 million, supported by acquisitions and international expansion [11][12] - The segment now accounts for nearly 70% of total net sales, highlighting its strategic importance [2] - Magazines: - Net revenue decreased by 6.9% to €31.8 million, with a focus on targeted customer acquisition to stabilize revenues [13] - The active subscription portfolio declined by 5.9% to 1.788 million [13] - Insurance: - Net revenue for the insurance segment was €3.9 million, down 1.8%, but showed signs of recovery in the second quarter due to AI-driven marketing initiatives [14] Geographic Performance - Revenue in France was €78.2 million, down 2.9%, impacted by market conditions and recent acquisitions [7][10] - International revenue surged by 245.3% to €10.1 million, reflecting successful acquisitions and expansion efforts [9][10] Strategic Outlook - DÉKUPLE aims for profitable growth despite macroeconomic uncertainties, focusing on innovation and targeted acquisitions in digital marketing [15] - The company plans to leverage recent acquisitions to create commercial synergies and optimize costs [15]

Core Insights - Ekspress Grupp's revenue continued to grow in Q2 2025, driven by investments in conference business, ticket sales, and digital outdoor screens, despite facing pressure on advertising sales due to a weak economic environment in the Baltic States [1][2]. Revenue Performance - The revenue for Q2 2025 increased by EUR 1.8 million (+9%) year-over-year, totaling EUR 21.4 million, while the revenue for the first half of 2025 increased by EUR 2.6 million (+7%) to EUR 38.4 million [2][8]. - Key contributors to growth included the Estonian Training and Convention Centre and UAB Kenton Baltic, along with Delfi Lithuania's AI project and growth in digital subscriptions and ticket sales [2][9]. Digital Revenue Insights - Digital revenue for the first six months of 2025 increased by 2% year-over-year, but the share of digital revenue in total revenue decreased from 87% to 83% due to the acquisition of the training business [3][11]. - The Group added over 22,000 new digital subscriptions (+10%) in the Baltic States, reaching a total of 245,000 subscriptions by the end of Q2 2025 [3]. Ticket Sales and Outdoor Screens - Revenue from ticket sales platforms increased by 13% year-over-year, while the outdoor screen business grew by 3%, supported by an expansion to 156 screens [4]. Profitability Metrics - EBITDA for Q2 2025 totaled EUR 2.8 million, a decrease of EUR 0.2 million (-7%) year-over-year, with a margin of 13% [5][13]. - The net profit for Q2 2025 was EUR 1.1 million, an increase of EUR 0.1 million (+6%), but the Group incurred a net loss of EUR -0.5 million for the first half of the year, which is EUR 0.3 million higher than the previous year [5][14]. Cash Position and Dividends - As of June 30, 2025, the Group had available cash of EUR 7.2 million, an increase from EUR 5.5 million a year earlier, and paid a dividend of EUR 0.06 per share totaling EUR 1.86 million [6][19]. Segment Overview - The media segment's revenue for Q2 2025 was EUR 21.4 million, with advertising revenue declining by 8% year-over-year [20]. - The share of revenue from digital channels was 83% in Q2 2025, down from 90% in Q2 2024, reflecting the impact of new business acquisitions [21].

Core Insights - DÉKUPLE Group reported a strong start to 2025 with net sales of €58.3 million, reflecting a 12.2% increase year-on-year, driven by robust growth in Digital Marketing [2][3][8] - The company emphasizes its leadership in Generative Artificial Intelligence applied to marketing, which is expected to open new markets and opportunities [2][4] Financial Performance - Net sales for Q1 2025 reached €58.3 million, up 12.2% from €52.0 million in Q1 2024 [8] - Gross margin increased by 5.8% to €44.2 million, with Digital Marketing contributing significantly to this growth [8][9] - Digital Marketing gross margin rose by 17.5% to €25.9 million, accounting for 68.6% of consolidated net sales [3][10] Business Segments - Digital Marketing: Gross margin of €25.9 million, up 17.5%, with a like-for-like growth of 0.6% [10][11] - Magazines: Gross margin decreased by 7.0% to €16.4 million, with a subscription portfolio of 1.805 million, down 5.9% [13] - Insurance: Gross margin fell by 9.8% to €1.9 million, attributed to seasonal effects [14] Strategic Initiatives - The company is expanding its BtoB activities to counterbalance the slowdown in BtoC, focusing on acquiring recurring clients [5][6] - DÉKUPLE is actively pursuing international expansion and enhancing its capabilities through targeted acquisitions, including a majority stake in the Spanish agency After [17][19] - The company is preparing its Horizon 2030 plan to further consolidate its leadership in Europe [7] Market Outlook - Despite economic uncertainties, DÉKUPLE is positioned for profitable growth, continuing to invest in its core activities while accelerating development in Digital Marketing [20]

Group 1 - The Chairman of the Supervisory Board of AS Ekspress Grupp, Priit Rohumaa, has resigned from his positions on the Supervisory Board and Audit Committee [1] - The Supervisory Board will continue with three members: Hans H. Luik, Sami Seppänen, and Triin Hertmann [1] - A new Chairman of the Supervisory Board and a member of the Audit Committee will be elected at the next ordinary board meeting [1] Group 2 - AS Ekspress Grupp is the leading media group in the Baltic region, focusing on web media content production, and publishing newspapers, magazines, and books [1] - The Group operates an electronic ticket sales platform and ticket sales offices, and provides outdoor screen services in Estonia and Latvia [1] - AS Ekspress Grupp was established in 1989 and currently employs nearly 1,100 people [1]