Alma Media - Tender offer

Alma Media Corporation will commence the mandatory tender offer for all shares in Talentum Oyj on 19 August 2009

Alma Media Corporation   Stock Exchange Release   17 August 2009 at
14:15

ALMA MEDIA CORPORATION WILL COMMENCE THE MANDATORY TENDER OFFER FOR
ALL SHARES IN TALENTUM OYJ ON 19 AUGUST 2009

NOT FOR DISTRIBUTION IN AUSTRALIA, HONG KONG, JAPAN, SOUTH AFRICA,
CANADA OR THE UNITED STATES

Alma Media Corporation ("Alma Media") announced on 10 August 2009
that it will make a mandatory tender offer for all of the issued and
outstanding shares in Talentum Oyj ("Talentum") (the "Tender Offer").
The Offer Period commences on 19 August 2009 at 9.30 a.m. (Finnish
time) and ends on 15 September 2009 at 4.00 p.m. (Finnish time)
unless the Offer Period is extended or discontinued in accordance
with its terms and conditions. The completion of the Tender Offer is
subject to the receipt of required regulatory approvals. The Tender
Offer is not dependent on reaching a certain ownership limit.

The price offered for each share in Talentum (the "Share") validly
tendered in accordance with the terms and conditions of the Tender
Offer is EUR 1.85 in cash. The offered price for each Share
represents approximately a 6.3 per cent premium over the closing
trading price of the share prior to publication of the Tender Offer
on 7 August 2009 (EUR 1.74) and approximately a 13.6 per cent premium
over the 3-month volume-weighted average trading price of Talentum's
share (EUR 1.63). The complete terms and conditions of the Tender
Offer are attached to this release (Appendix 1).

The Finnish Financial Supervision Authority has approved today the
offer document relating to the Tender Offer. The Tender Offer
document will be available from 19 August 2009 onwards at office of
Alma Media, address Eteläesplanadi 20, 00130 Helsinki, Finland, the
offices of Skandinaviska Enskilda Banken (publ) Helsinki Branch
("SEB"), address Unioninkatu 30, 00130 Helsinki, Finland and the
offices of NASDAQ OMX Helsinki, address Fabianinkatu, 00130 Helsinki,
Finland, and on the Internet at www.almamedia.fi and www.seb.fi. The
Tender Offer document is available only in Finnish. In addition,
printed version of the English translation of the terms and condition
of the Tender Offer are available at SEB upon request.

Most of the Finnish account operators will send a notice of the
Tender Offer and the related instructions and acceptance forms to
their clients who are registered as shareholders in Talentum's
shareholders' register. Shareholders who do not obtain such notice
from their account operator or asset manager can contact SEB Trading
Operations department (tel. +358 9 6162 8037) from where such
shareholders will obtain all necessary information and can give their
acceptance.

Alma Media currently owns 13,575,000 Shares representing
approximately 30.65 per cent of Shares and votes attached to all
Talentum shares.

Alma Media Corporation
Rauno Heinonen
Corporate Communications and IR

Additional information:
Kai Telanne, President and CEO, tel. +358 10 665 3500

DISTRIBUTION
NASDAQ OMX Helsinki
Main media

Alma Media in brief

Alma Media is a profitable and internationally expanding company that
invests in the future of newspapers and online media. Its best known
products are the Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.

Net sales in 2008 totalled EUR 341 million and the operating margin
was over 14%. The company's share is listed in the Mid Cap segment of
the NASDAQ OMX Helsinki. Please visit www.almamedia.com for further
information.

This release may not be released or otherwise distributed, in whole
or in part, in or into Australia, Hong Kong, Japan, South Africa,
Canada or the United States. This release is not a tender offer
document and as such does not constitute an offer or invitation to
make a sales offer. Investors shall accept the Tender Offer for the
shares only on the basis of the information provided in a tender
offer document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or
registration or other requirements would apply in addition to those
undertaken in Finland.

The Tender Offer is not being made in any jurisdiction where
prohibited by applicable law and the tender offer document and
related acceptance forms will not and may not be distributed,
forwarded or transmitted into or from any jurisdiction where
prohibited by applicable law. In particular, the Tender Offer is not
being made, directly or indirectly, in or into, or by use of the
postal service of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or the
Internet) of interstate or foreign commerce of, or any facilities of
a national securities exchange of, Australia, Hong Kong, Japan, South
Africa, Canada or the United States. The Tender Offer cannot be
accepted by any such use, means or instrumentality or from within
Australia, Hong Kong, Japan, South Africa, Canada or the United
States.

APPENDIX 1: TERMS AND CONDITIONS OF THE TENDER OFFER

(Unofficial English translation. Should any discrepancies exist
between the Finnish and the English versions, the Finnish version
shall prevail.)

Object of the Tender Offer

Pursuant to the terms and conditions set forth below, the Alma Media
Corporation (the "Offeror") offers to acquire all of the issued and
outstanding shares in the Company (the "Shares") not owned by
Talentum Oyj (the "Company) or its subsidiary or the Offeror or its
subsidiary (the "Tender Offer").

Offer Price

The offer price for each Share validly tendered in accordance with
the terms and conditions of the Tender Offer is EUR 1.85 in cash (the"Share Offer Price").

If the Company's general meeting of the shareholders resolves, prior
to the Completion Date (as defined below), on the distribution of
dividend in accordance with chapter 13, section 1 of the Finnish
Companies Act, or distribution of other assets to which the
shareholder having accepted the Tender Offer is entitled, the Share
Offer Price will be deducted by the amount equal to dividend or other
distribution of assets payable on the Share, if the transaction
relating to the completion of the Tender Offer has not been settled
prior to the record date of the dividend or other distribution of
assets.

Offer Period

The time during which the Tender Offer may be accepted (the "Offer
Period") commences on 19 August 2009 at 9.30 a.m. (Finnish time) and
ends on 15 September 2009 at 4.00 p.m. (Finnish time) unless the
Offer Period or extended Offer Period is extended or discontinued as
set forth below.

The Offeror reserves the right to extend the Offer Period. The
Offeror will notify of a possible extension of the Offer Period by
way of a stock exchange release on 15 September 2009, at the latest.
The Offeror will also notify of a possible extension of an already
extended or discontinued Offer Period by the expiry date of the said
Offer Period, at the latest.

The maximum duration of the Offer Period (a possible extended Offer
Period included) is ten (10) weeks. However, if the Condition to
Completion (as defined below) is not fulfilled due to a specific
obstacle, such as pending competition law proceedings, the Offeror
may, pursuant to the Finnish Financial Supervision Authority Standard
5.2c (record no 8/120/2004), extend the Offer Period beyond ten (10)
weeks until the obstacle has been removed and the Offeror has had
reasonable time to respond to the situation. In such case the expiry
date of the extended Offer Period will be published at least two (2)
weeks prior to the expiry of the extended Offer Period.

The Offeror has the right to discontinue the Offer Period or the
extended Offer Period. The Offer Period will, however, last for at
least three (3) weeks. Should the Offeror discontinue the Offer
Period or the extended Offer Period, the Offeror will announce its
decision thereon as soon as possible after such decision has been
made and, in any case, no later than five (5) banking days before the
expiry date of the Offer Period or the extended Offer Period. If the
Offeror discontinues the Offer Period or the extended Offer Period,
the Offer Period or the extended Offer Period will expire at such
earlier date and time announced by the Offeror.

Conditions to Completion of the Tender Offer

The Offeror's obligation to accept the Shares for whose part the
Tender Offer has been validly accepted and the acceptance has not
been validly withdrawn, and to complete the Tender Offer is subject
to the fulfilment of the following condition (the "Condition to
Complete") or, to the extent permitted by law, waiver by the Offeror
on the date or by the date on which the transactions of the Shares in
accordance with to the Tender Offer are executed (the "Completion
Date"). All regulatory approvals and other permits and clearances
required for the completion of the Tender Offer, including clearances
from competition authorities, have been received on the terms and
conditions that are acceptable to the Offeror.

The Finnish Competition Authority will consider the Tender Offer
based on the application submitted by the Offeror. The so-called
stage I of the Finnish Competition Authority's investigation shall
take up to one month. If the Tender Offer clearly does not have
competition restricting effects, it is cleared during stage I.
Otherwise the Finnish Competition Authority will make a decision to
initiate further proceedings (stage II) where the Tender Offer and
its competitive effects are thoroughly investigated. Stage II shall
take up to three months. The Market Court may suspend the deadline by
a maximum of two months.

An exemption is required from the Financial Supervision Authority in
case the Tender Offer is not completed due to the fact that the
Condition to Complete is not fulfilled.

The Offeror reserves the right to waive, to the extent permitted by
law, the Offer Condition which has not been fulfilled.

Obligation to Increase and to Compensate

The Offeror reserves the right to acquire Shares during the Offer
Period through the public trading arranged by NASDAQ OMX Helsinki or
otherwise.

If the Offeror or any other party referred to in chapter 6, section
10, subsection 2 of the Finnish Securities Market Act acquires, prior
to the expiry of the Offer Period, Shares at a price higher than the
Share Offer Price or on terms and conditions that are otherwise more
favourable than those of the Tender Offer, the Offeror shall, in
accordance with chapter 6, section 13 of the Securities Market Act
amend the terms and conditions of the Tender Offer to correspond to
the terms and conditions of such acquisition (obligation to
increase). In such case, the Offeror shall, without delay, make
public the arising of the obligation to increase and to compensate,
in connection with the completion of the Tender Offer, those holders
of securities who have accepted the Tender Offer for the difference
between the acquisition on more favourable terms and conditions than
those of the Tender Offer and the consideration offered in the Tender
Offer.

If the Offeror or any other party referred to in chapter 6, section
10, subsection 2 of the Securities Market Act acquires, within the
nine (9) months following the expiry of the Offer Period, Shares in
the Company at a price higher than the Share Offer Price or on terms
and conditions otherwise more favourable than those of the Tender
Offer, the Offeror shall, in accordance with to chapter 6, section 13
of the Securities Market Act, compensate those holders of securities
who have accepted the Tender Offer for the difference between the
acquisition on more favourable terms and conditions than those of the
Tender Offer and the consideration offered in the Tender Offer to
(obligation to compensate). In such case, the Offeror shall, without
delay, make public the arising of the obligation to compensate and to
compensate those holders of securities who have accepted the Tender
Offer for the difference between the acquisition on more favourable
terms and conditions than those of the Tender Offer and the
consideration offered in the Tender Offer within one month of the
arising of the obligation to compensate.

According to chapter 6, section 13, subsection 5 of the Securities
Market Act, no obligation to compensate arises if the payment of a
price higher than the Share Offer Price is based on an arbitral award
under the Companies Act provided that the Offeror or any other party
referred to in chapter 6, section 10, subsection 2 of the Finnish
Securities Market Act has not offered to acquire Shares on terms and
conditions that are more favourable than those of the Tender Offer
prior to or during the arbitral proceedings.

Acceptance Procedure for the Tender Offer

Most of the Finnish account operators will send a notice of the
Tender Offer and the related instructions and acceptance forms to
their clients who are registered as shareholders in the Company's
shareholders' register. Shareholders who do not obtain such notice
from their account operator or asset manager can contact SEB Trading
Operations department (tel. +358 9 6162 8037) from where such
shareholders will obtain all necessary information and can give their
acceptance.

Those shareholders of the Company whose Shares are registered in the
name of a nominee and who wish to accept the Tender Offer must
provide their acceptance in accordance with the nominee's
instructions.

As regards pledged Shares, the acceptance of the Tender Offer
requires consent of the pledgee. The obtaining of such consent is
responsibility of the relevant shareholder of the Company.

The shareholder of the Company who has been registered in the
Company's shareholders' register and wish to accept the Tender Offer
shall submit the properly completed and duly executed acceptance form
to the account operator managing the shareholder's book-entry account
in accordance with the instructions given by the account operator and
within the time limit set by the account operator or, if the account
operator does not accept the acceptance forms (for example Euroclear
Finland Oy), the shareholder may contact SEB to give the acceptance
to tender the Shares. The Offeror reserves the right to reject any
improperly or only partially completed acceptances. The acceptance
form shall be delivered so that it is received within the Offer
Period or, if the Offer Period has been extended, within the extended
Offer Period taking, however, into account the instructions given by
the account operator. The method of delivery of acceptance forms is
at the option and risk of the shareholder, and the acceptance form is
considered to have been delivered only when actually received by the
account operator or SEB.

By accepting the Tender Offer, the shareholders of the Company
authorise SEB or the account operator managing their book-entry
account to sell the Shares to the Offeror in accordance to the terms
and conditions of the Tender Offer.

A shareholder may accept the Tender Offer only unconditionally and
for all Shares registered on the relevant book-entry account. The
Offeror has the right to reject any acceptance that concerns only a
part of the Shares held by the shareholder on the same book-entry
account.

A shareholder who has validly accepted the Tender Offer in accordance
with the terms and conditions of the Tender Offer may not sell or
otherwise dispose of the tendered Shares unless otherwise provided by
mandatory legislation. A transfer restriction in respect of the
Shares will be registered on the relevant book-entry account after
the shareholder has delivered the acceptance form of the Tender
Offer. If the Tender Offer is not completed, the transfer restriction
registered on the Shares will be removed from the book-entry account
as soon as possible and within approximately three (3) Finnish
banking days following the announcement of the withdrawal of the
Tender Offer.

Withdrawal Right

The acceptance of the Tender Offer is irrevocable and it cannot be
withdrawn unless otherwise provided by applicable law (chapter 6,
section 8 of the Securities Market Act). However, should the Offer
period be extended so that it lasts over 10 weeks, the acceptance
made in accordance with the terms and conditions of the Tender Offer
can be withdrawn during the period of time of the Offer Period
exceeding 10 weeks. In such case, in order to be considered to be
done validly, the withdrawal must be made in accordance with the
procedure set forth in this section Withdrawal Right.

The proper withdrawal of the validly tendered Shares requires that a
written notice of withdrawal is submitted to the same account
operator to whom the acceptance form with respect to such Shares was
submitted. In case the acceptance form was submitted to SEB, also the
notice of withdrawal must be submitted to SEB. In case of holdings
that are registered in the name of a nominee, the shareholder shall
instruct the nominee to submit the notice of withdrawal.

If the shareholder withdraws its acceptance of the Tender Offer in
accordance with the terms and conditions of the Tender Offer, the
transfer restriction registered on the tendered Shares in the
relevant book-entry account will be removed as soon as possible and
within approximately three (3) Finnish banking days following the
receipt of the a notice of withdrawal in accordance with the terms
and conditions of the Tender Offer.

The Shareholder has the right to re-tender the withdrawn Shares at
any time prior to the expiry of the extended Offer Period by
following the acceptance procedure set forth in section Acceptance
Procedure for the Tender Offer.
Possible fees charged by a book-entry account operator or a nominee
for the withdrawal will be borne by the shareholder withdrawing the
acceptance.

Announcement of the Result of the Tender Offer

The Offeror will announce the preliminary result of the Tender Offer
by estimation on or about the first (1st) Finnish banking day
following the expiry of the Offer Period or, if applicable, the
extended Offer Period, and the final result on or about the third
(3rd) Finnish banking day following the expiry of the Offer Period
or, if applicable, the extended Offer Period. In the announcement
concerning the final result, the percentage amount of those Shares
for which the Tender Offer has been validly accepted will be
confirmed.

Terms of Payment and Settlement of the Shares

The sale and purchase of those Shares validly tendered in accordance
with the terms and conditions of the Tender Offer will be executed on
the Completion Date which is, at the latest, the fourth (4th) Finnish
banking day following the expiry of the Offer Period or, where
applicable, the extended Offer Period (the "Completion Date"). The
acquisition of the Shares will take place on NASDAQ OMX Helsinki.

The settlement of the transactions will be effected on or about on
the third (3rd) Finnish banking day following the Completion Date
(the "Settlement Date"). The payment of the Share Offer Price will be
deposited on the Settlement Date into the account connected to the
shareholder's book-entry account or, in the case of shareholders
whose holdings are registered in the name of a nominee, into the bank
account specified in the acceptance form. If the shareholder's bank
account is with a different banking institution than such
shareholder's book-entry account, the Share Offer Price will be paid
to the shareholder's bank account in accordance with the schedule for
payment transactions between financial institutions so that the
payment is on the shareholder's bank account approximately on the
second (2nd) Finnish banking day following the Settlement Date, at
the latest.

The Offeror reserves the right to postpone the payment of the Share
Offer Price if the payment is hindered or interrupted due to a force
majeure event. However, the Offeror shall effect such payment
immediately once the force majeure event hindering or interrupting
the payment has been settled.

Transfer of Title

Title to the Shares in respect of which the Tender Offer has been
validly accepted in accordance with the terms and conditions of the
Tender Offer will pass to the Offeror on the Settlement Date against
the payment of the Share Offer Price.

Transfer Tax and Other Payments

The Offeror shall be responsible for the Finnish transfer tax, if
any, payable on the sale and purchase of the Shares in accordance
with the Tender Offer.

Possible fees charged by a book-entry account operator in accordance
with the agreement concluded with the shareholder as well as fees
charged by book-entry account operators, asset managers or nominees
or any other party in accordance with their agreement with the
shareholder for releasing pledges or removing other possible
restrictions preventing a sale of the Shares and other such fees will
be borne by the shareholder.

The Offeror shall be responsible for other customary fees relating to
book-entry registrations required for the purposes of the Tender
Offer, the sale and purchase of the Shares tendered under the Tender
Offer or the payment of the Share Offer Price.

Other Matters

The Offeror reserves the right (i) to amend the terms and conditions
of the Tender Offer pursuant to chapter 6, section 7 of the
Securities Market Act, amongst others, in a situation where the
Company otherwise than as a part of its ordinary business would
resolve on issuing Shares or granting special rights entitling to the
Shares or increasing the number of Shares or (ii) to extend the Offer
Period and amend the terms and conditions of the Tender Offer
pursuant to chapter 6, section 8 of the Securities Market Act.

The Offeror has the right to resolve, at its own discretion, on all
other matters relating to the Tender Offer.

THE TENDER OFFER IS NOT MADE, DIRECTLY OR INDIRECTLY, IN OR INTO A
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE
DISTRIBUTED, FORWARDED OR TRANSMITTED IN ANY MANNER, SUCH AS BY MAIL,
TELEFAX, E-MAIL OR TELEPHONE OR IN ANY OTHER MANNER, TO OR FROM A
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.