Talentum Oyj - Company Announcement

STATEMENT OF THE BOARD OF DIRECTORS OF TALENTUM OYJ REGARDING MANDATORY TENDER OFFER OF ALMA MEDIA CORPORATION

Talentum Oyj 		Company Announcement   September 4, 2009 at 9.00 am


STATEMENT OF THE BOARD OF DIRECTORS OF TALENTUM OYJ REGARDING MANDATORY TENDER
OFFER OF ALMA MEDIA CORPORATION 

The Board of Directors of Talentum Oyj issues the following statement referred
to in Chapter 6 Section 6 of the Finnish Securities Market Act regarding the
mandatory tender offer published by Alma Media Oyj on 10 August 2009 concerning
the shares in Talentum Oyj. 

TENDER OFFER IN BRIEF

Alma Media Oyj ("Alma") has made a mandatory tender offer (”Mandatory Tender
Offer”) for all of the shares in Talentum Oyj ("Talentum"). The cash
consideration offered for the shares is EUR 1.85 per each share in Talentum
("Offer Price"). The tender offer has commenced on 19 August 2009 at 9.30 a.m.
(Finnish time) and ends on 15 September 2009 at 4.00 p.m. (Finnish time)
("Offer Period"), unless the Offer Period is extended in accordance with the
terms and conditions of the Mandatory Tender Offer. The Finnish Financial
Supervisory Authority has on 17 August 2009 approved the offer document
regarding the Mandatory Tender Offer published by Alma on 19 August 2009
(”Offer Document”). The information regarding Alma's Mandatory Tender Offer
presented in this section is based on the information presented in the Offer
Document and in Alma's company announcements. 

Alma acquired 375,000 shares in Talentum through a share acquisition made on 10
August 2009 in which a cash consideration of EUR 1.85 was paid per share.
Together with the shares in Talentum already earlier owned by Alma Group, after
the share acquisition Alma owned, together with parties referred to in Chapter
6 Section 10 Subsection 2 of the Finnish Securities Market Act (495/1989 as
amended), in total 13,575,000 shares in Talentum. The shareholding represented
approximately 30.65 per cent of all the shares and votes in Talentum and 31.12
per cent of the votes pertaining to the shares when taking into consideration
the 681,000 own shares held by Talentum, which do not carry voting rights. As a
consequence of the share acquisition made by Alma on 10 August 2009 it became
obliged to make a mandatory tender offer referred to in Chapter 6 Section 10 of
the Finnish Securities Market Act for all the other shares in Talentum and all
the securities entitling to shares issued by Talentum. 

Talentum has not been aware of Alma's intention to acquire shares in Talentum
in a manner which results in Alma becoming obliged to make a mandatory tender
offer referred to in the Finnish Securities Market Act, nor has Alma negotiated
with Talentum with regard to the matter. 

The Offer Price is EUR 1.85 per each share in Talentum. The Offer Price is
approximately 6.3 per cent higher than the closing price of one Talentum share
(EUR 1.74) in NASDAQ OMX Helsinki (”Stock Exchange”) on 7 August 2009 i.e. on
the last trading  day preceding the arising of the tender offer obligation. The
Offer Price corresponds to the trading-volume-weighted average price of
Talentum shares on the Stock Exchange over a three-month period preceding the
arising of the tender offer obligation increased by an approximately 13.6 per
cent premium and to the trading-volume-weighted average price of Talentum
shares on the Stock Exchange over a six-month period preceding the arising of
the tender offer obligation increased by an approximately 13.1 per cent
premium. 


STATEMENT OF THE BOARD OF DIRECTORS

Assessment of the Board of Directors from the perspective of the target company
and security holders 

The Board of Directors of Talentum has carefully evaluated the Mandatory Tender
Offer and its terms and conditions and based its evaluation on the Offer
Document, Fairness Opinion issued by PCA Corporate Finance Oy and other
matters. The Board of Directors of Talentum considers the Offer Price too low.
The Board of Directors cannot recommend to the shareholders of Talentum the
acceptance of the Mandatory Tender Offer. 

The Board of Directors of Talentum evaluates that operating in accordance with
the strategy of the company could in the future result in a higher value to the
shareholders than the Offer Price. The Board of Directors cannot however
guarantee that the non-acceptance of the Mandatory Tender Offer or some other
alternative to the Mandatory Tender Offer, when being carried out, would result
in a higher value to the shareholders than the acceptance of the Mandatory
Tender Offer. 

The Board of Directors of Talentum has requested a Fairness Opinion from PCA
Corporate Finance Oy concerning the fairness of the Offer Price. PCA Corporate
Finance Oy has evaluated the Offer Price in the Fairness Opinion issued on 31
August 2009 and stated that the Offer Price is not reasonable for Talentum
shareholders from the economic point of view. 

This statement of the Board of Directors is not of investment advice in its
nature. The shareholders shall independently decide on the acceptance of the
Mandatory Tender Offer taking into consideration all the information presented
in the Offer Document and other matters that have an effect on the value of a
Talentum share. 

The Board of Directors of Talentum wants to draw the attention of the company's
shareholders to the following matters which may be significant in the
assessment of the Mandatory Tender Offer: 

- According to the strategy published by Talentum the approach of the company
is a clearer concentration than earlier to publishing business, essential parts
of which are magazines, books, online services, information services, training
and events. Online services, information services and media business are main
focus areas for growth. Talentum's objective is to diversify the revenue
structure of publishing business, especially by increasing the revenues of
content sales. Talentum has in accordance with its strategy continuously
investigated the possibilities to expand its business operations in the
publishing business and the company still emphasises growth, particularly
outside of Finland. In October 2005 Talentum acquired all the shares in a
Swedish magazine company Ekonomi & Teknik Förlag AB (including magazines Ny
Teknik, Affärsvärlden, Lag&Avtal and Miljörapporten). In June 2007 Talentum
acquired a Swedish magazine called Dagens Media. In November 2007 Talentum
acquired Fakta Regulatory business in Sweden. Talentum has during the year 2008
sold such remaining business operations which were not part of its core
business. 

- At the time of the Mandatory Tender Offer the Talentum share price is
historically comparing low. Both the general decrease of share prices as well
as the weakening effect of the economic recession on Talentum's business have
an effect on it. The company has however adjusted its business operations to
correspond to the market conditions. 

- The Offer Price, EUR 1.85 per share, contains only a small premium comparing
to Talentum share's recent stock exchange price. The premium is also small
comparing to the previous public tender offers that have been carried out and
especially comparing to the latest public tender offers that have been carried
out. 

- The Board of Directors has asked the opinion of some of Talentum's major
shareholders on the Offer Price. Based on these discussions, and as some of
Talentum shareholders have stated in public that they will not accept the
offered Offer Price, the current understanding of Talentum's Board of Directors
is that a significant amount of Talentum shareholders will not accept the
Mandatory Tender Offer. 

- The possible further concentration of share ownership in Talentum may lead to
the trading with the company's share being in the future on a lower level than
currently and the price formation of a share more unreliable. If as a
consequence of the Mandatory Tender Offer Alma's share of Talentum shares
exceeds 50 per cent, after the Mandatory Tender Offer in question, Alma will
not have any obligation to make a mandatory tender offer for the shares in
Talentum. The Board of Directors further states that if Alma acquires Talentum
shares after nine (9) months has passed from the end of the Offer Period on
better terms and conditions than the Offer Price, the shareholders that have
accepted the Mandatory Tender Offer will not have a right to the compensation
referred to in Chapter 6 Section 13 Subsection 2 of the Finnish Securities
Market Act. 

- Alma Group has since the year 2001 been the largest shareholder of Talentum
with its shareholding of approximately 30 per cent. In Talentum's Articles of
Association there is a provision regarding a voting restriction pursuant to
which no shareholder may, at a General Meeting, exercise more than 1/6 of the
total number of votes represented by the issued and outstanding shares of the
company. This restriction does not however have an effect on the amount of
shares represented in the meeting calculated in connection with qualified
majority decisions in addition to the amount of votes. For this reason
decisions requiring qualified majority cannot in practise be made at Talentum's
General Meetings without the support of Alma Group. The large shareholding of
Alma has, for the present, however not had an effect on Talentum's operative
business. 

Assessment regarding the company's strategy and its employees 

Pursuant to the Finnish Securities Market Act Talentum's Board of Directors
shall give a reasoned assessment with regard to the strategic plans presented
by Alma in the Offer Document and the probable effects thereof on Talentum's
operations and employment in the company. Alma has in the Offer Document
presented that its strategic objective is to develop the complementary business
operations of the companies and to support the internationalization of
Talentum's business operations. Alma has further presented that it does not
expect its strategic plans regarding Talentum to have immediate effects on
Talentum's employees or locations of premises. Talentum has not been able to
confirm the presented information but neither does it have reason to suspect
the correctness of the information. 

Based on the information presented by Alma in the Offer Document, Talentum's
Board of Directors assesses that the Mandatory Tender Offer will not have
immediate effects on Talentum's current business operations or employment in
Talentum. Alma has however not dealt with its longer term plans with regard to
Talentum in the Offer Document. The information presented in the Offer Document
is also otherwise quite brief and general, for which reason Talentum's Board of
Directors is not able to further comment Alma's strategic plans and the
probable effects thereof on Talentum's operations and employment in the
company. 

The Board of Directors of Talentum has handled the Mandatory Tender Offer in
its full composition. The statement of the Board of Directors is unanimous. PCA
Corporate Finance Oy has acted as the financial advisor and Bird & Bird
Attorneys Ltd as the legal advisor of the Board of Directors. 

TALENTUM OYJ
BOARD OF DIRECTORS

Further information: Tuomo Saarinen, Chairman of the Board of Directors, tel.
+358 500 223 970 

DISTRIBUTION 
NASDAQ OMX Helsinki
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