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 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 - OÜ HHL Rühm has increased its stake in AS Ekspress Grupp to 73.57% following a recent transaction, acquiring 7,963,307 shares from Hans Luik [1][2] Company Overview - AS Ekspress Grupp is a leading Baltic media group involved in web media content production, publishing newspapers, magazines, and books, as well as operating an electronic ticket sales platform in Latvia and Estonia [2] - The company also provides digital outdoor screen services in Estonia and Latvia and organizes conferences, training, and events primarily in Estonia and Lithuania, with operations commencing in 1989 and employing around 1,000 people [2]

Core Insights - News Corporation (NWSA) is valued at approximately $15.1 billion and operates as a global media and information services company, distributing content across various platforms [1] Performance Overview - NWSA has underperformed the broader market, with stock prices declining 3% year-to-date (YTD) and 8.4% over the past 52 weeks, while the S&P 500 Index gained 14.4% in 2025 and 12.7% over the past year [2] - The company also lagged behind the Communication Services Select Sector SPDR ETF Fund (XLC), which saw gains of 15.8% YTD and 16% over the past 52 weeks [3] Recent Financial Results - Following the release of Q1 results on Nov. 6, NWSA's stock surged 6.5% in a single trading session, with a 2% year-over-year growth in topline revenue to $2.1 billion, exceeding expectations by 1.5% [4] - Adjusted EPS for the quarter increased 10% year-over-year to $0.22, surpassing consensus estimates by 22.2% [4] Future Earnings Expectations - For the full fiscal 2026, analysts expect NWSA to deliver an adjusted EPS of $0.97, reflecting a 9% year-over-year increase [5] - The company has a mixed earnings surprise history, missing bottom-line expectations once in the past four quarters while meeting or exceeding projections three times [5] Analyst Ratings and Price Targets - Among 10 analysts covering NWSA, the consensus rating is a "Moderate Buy," consisting of eight "Strong Buys," one "Hold," and one "Strong Sell" [5] - JP Morgan analyst David Karnovsky maintained an "Overweight" rating and raised the price target from $38 to $40, with a mean price target of $39.10 indicating a 46.3% premium to current price levels [7] - The street-high target of $45 suggests a potential upside of 68.4% [7]

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 - Ekspress Grupp's revenue continued to grow in Q3 2025 and the first nine months, driven by investments in conference business, ticket sales, and digital outdoor screens [1][9] - Digital subscriptions for media companies within the Group saw strong growth, contributing significantly to overall revenue [2][11] Revenue Performance - Q3 2025 revenue increased by EUR 1.1 million (+6%) year-over-year, totaling EUR 17.9 million [1][7] - Revenue for the first nine months of 2025 rose by EUR 3.6 million (+7%) year-over-year, reaching EUR 56.3 million [1][8] - Key growth contributors included the Estonian Training and Conference Centre and UAB Kenton Baltic, along with Delfi Lithuania's AI project [1][9] Digital Revenue - Digital revenue for the first nine months increased by 5% year-over-year, with a total of 245 thousand digital subscriptions by the end of Q3 2025, reflecting a 10% increase in new subscriptions [2][11] - Digital revenue accounted for 85% of total revenue at the end of Q3 2025, slightly down from 86% in the previous year [11][20] Ticket Sales and Outdoor Screens - Revenue from ticket sales platforms grew by 6% in Q3 2025, while outdoor screen revenue increased by 1% [3][20] - The number of outdoor screens expanded to 159, with notable growth in the Latvian market [3] Profitability Metrics - EBITDA for Q3 2025 was EUR 2.4 million, a 21% increase year-over-year, with an EBITDA margin of 13% [4][13] - EBITDA for the first nine months remained stable at EUR 5.5 million, with a margin of 10% [4][13] Net Profit - Consolidated net profit for Q3 2025 was EUR 2.4 million, up from EUR 0.3 million in Q3 2024 [5][14] - The first nine months of 2025 saw a net profit of EUR 1.9 million, significantly higher than EUR 0.1 million in the same period last year [5][14] Cash Position and Liquidity - As of September 30, 2025, the Group had available cash of EUR 9.0 million, up from EUR 5.4 million a year earlier [6][15] - The Group's liquidity remains strong, with a focus on maintaining reserves for potential acquisitions and economic uncertainties [6] Expenses Overview - Operating expenses for Q3 2025 totaled EUR 15.5 million, a 2% increase year-over-year, driven by costs associated with newly acquired businesses [12][20] - For the first nine months, operating expenses rose by 7% to EUR 51.1 million [12][20] Segment Performance - The media segment's revenue for Q3 2025 was EUR 17.8 million, a 6% increase from the previous year, while the first nine months saw a 7% increase to EUR 56.2 million [20][23] - Advertising revenue faced a decline of 2% in Q3 and 5% in the first nine months, indicating pressure on media companies' advertising sales [20][24]

Core Insights - News Corporation (NWSA) is valued at $15.1 billion and operates as a global media and information services company, distributing content across various platforms including newspapers, digital media, book publishing, and subscription video services [1] Financial Performance - NWSA is set to report its first-quarter results on November 6, with analysts expecting an adjusted EPS of $0.18, a decrease of 14.3% from $0.21 in the same quarter last year [2] - For the full fiscal year 2026, NWSA is projected to achieve an adjusted EPS of $0.97, reflecting a 9% increase from $0.89 in fiscal 2025, with further growth expected in fiscal 2027 to $1.21 per share, a 24.7% year-over-year increase [3] Stock Performance - Over the past 52 weeks, NWSA stock has seen a marginal increase of 64 basis points, significantly underperforming the Communication Services Select Sector SPDR ETF Fund (XLC) which surged 27.5% and the S&P 500 Index which returned 18.3% [4] - Following the release of better-than-expected Q4 results on August 5, NWSA's stock prices increased by 48 basis points, despite a notable drop in revenues from book publishing and news media segments [5] Analyst Ratings - Analysts maintain a consensus "Moderate Buy" rating for NWSA, with 8 out of 10 analysts recommending "Strong Buy," 1 "Hold," and 1 "Strong Sell." The mean price target of $39.10 indicates a potential upside of 46.6% from current levels [6]

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]

Group 1 - AS Ekspress Grupp's Latvian subsidiary AS Delfi had a plan to reduce share capital, which was cancelled on September 19, 2025, as part of regular financial structure planning related to the sale of a stake in SIA Altero [1] - The cancelled share capital reduction has no impact on the daily operations or financial position of AS Delfi or AS Ekspress Grupp [1] - The share capital reduction plan is unrelated to a business dispute with SIA Ekis & Co-Positioning and Consulting, which involves advertising sales management for the news portal LA.lv [2] Group 2 - AS Delfi generated revenue of 5.5 million euros and a profit of 594,281 euros in 2024, fulfilling all contractual obligations including state-funded media projects [3] - AS Ekspress Grupp is the leading media group in the Baltic region, involved in web media content production, publishing, electronic ticket sales, and organizing events [3] - The Group employs approximately 1,000 people and has been operational since 1989 [3]