Sanoma Oyj - Tender offer

Sanoma acquires Benelux TV operations from ProSiebenSat.1 with prominent partners

Stock Exchange Release 20/4/2011  04.50

Sanoma has agreed to acquire the SBS free-to-air TV assets in the Netherlands
and Belgium from ProSiebenSat.1 together with a strong consortium of local
partners. For the Dutch transaction, Sanoma has entered into a partnership with
Talpa Media. For the Belgian acquisition, Sanoma has partnered with Corelio and
Wouter Vandenhaute & Erik Watté. The enterprise value of the transaction totals
EUR 1,225 million. The acquisition of the Dutch activities is subject to the
approval of the Netherlands Competition Authority (NMa). The entire transaction
is estimated to be finalised during the summer.

The Dutch activities of SBS will be acquired together with Talpa Media, the
holding company of the TV entrepreneur John de Mol. Sanoma will have 67% and
Talpa Media 33% of the shares in the joint company. In Belgium, Sanoma will team
with the media group Corelio and Wouter Vandenhaute & Erik Watté, the founders
of Woestijnvis, a leading TV production company in Flanders. Each partner will
hold a 33.3% share of the company.

The net sales of the acquired companies totalled EUR 404 million in 2010 (pro
forma, unaudited) and their operating profit was about EUR 110 million. Sanoma's
share of the new operations will be reported in the Sanoma Media division. For
the Netherlands, Sanoma will consolidate 100% of SBS. The current Dutch SBS
management will report to a new established Supervisory Board, four members of
which are appointed by Sanoma and two by Talpa Media. The Belgian SBS activities
will be part of De Vijver, which will be headed by Wouter Vandenhaute. The
partners will establish an Executive Board with three members from each company."Sanoma has the ambition to build strong media positions in its core markets.
With this significant TV acquisition, Sanoma will become a leading media player
in the Netherlands and considerably stronger in Belgium. Our strong brands and
content know-how from our magazines and our high-class digital operations
combined with the SBS TV activities and the creative programming expertise from
our partners are perfect building blocks in a transforming media landscape, and
allow us to offer new services and solutions across media," says President and
CEO of the Sanoma Group Harri-Pekka Kaukonen. "We believe that by combining our
media assets in a new way in the future, we will create a true next generation
media offering.""I am delighted that we partner with successful TV production companies both in
the Netherlands and Belgium. Through Talpa Media and Wouter Vandenhaute & Erik
Watté we will have access to premium content. Their know-how in creating
internationally successful concepts as well as the best-in-class local
productions will enable us to develop the acquired TV channels further,"
Kaukonen adds."Our magazine, online and mobile portfolio combined with TV activities enable
Sanoma Media to provide consumers in the Netherlands and Belgium access to
inspiring and enjoyable information and entertainment where, when and how they
want," says Eija Ailasmaa, President of Sanoma Media. "With our new offering, we
will be in the forefront of reshaping the media market."

 "A major part of people's media usage continues to be spent with TV. For
advertisers, it offers the most efficient way to quickly reach a large number of
consumers. In addition, TV offers an excellent way to reach targeted audiences,
increasingly also online," says President of Sanoma Entertainment Anu Nissinen."We are very pleased to complete the sale of these assets to strong and
experienced media entrepreneurs. We wish Sanoma and its partners every success,"
says CEO of ProSiebenSat.1 Thomas Ebeling.


The leading media player in the Netherlands

In the Netherlands, SBS is the number 2 in the TV advertising market. Its net
sales (2010) amount to EUR 316 million. In the acquisition, Sanoma and Talpa
Media will obtain TV channels SBS 6, NET5 and Veronica (27% of the TV
advertising market) as well as a TV guide business. Together with Sanoma Media's
existing assets, Sanoma will become a leading media player in the Netherlands
with a highly attractive multimedia offering. With Talpa Media's valuable TV
expertise and access to best-in-market local content and personalities, SBS will
be able to grow its viewing and advertising shares."Sanoma has strong brands, making the company a great cooperation partner, the
SBS transaction offers three additional TV channels for Talpa Content and Talpa
Productions to create and produce our formats for. Besides that, the number of
possible combinations with Sanoma magazines and online services is enormous.
Both as an investor in the media industry and as a content developer, I am very
pleased with this unique opportunity," states John de Mol.

A leading TV player in Flanders

In Belgium, SBS operates in the Dutch-speaking market, where it is the number 2
commercial TV player. Its net sales in 2010 totalled EUR 88 million. SBS Belgium
includes TV channels VT 4 and VIJFTV with a 27% share of the Flanders TV
advertising market. The company will be owned by De Vijver, in which Sanoma,
Corelio and Wouter Vandenhaute & Erik Watté will have equal ownership of shares.
Next to SBS Belgium, De Vijver will contain the production company Woestijnvis
and the weekly magazine Humo."Sanoma, Corelio and Wouter Vandenhaute & Erik Watté are perfectly complementary
partners, and joining forces for the acquisition of the Belgian SBS channels
offers us additional guarantees to success. Our alliance will bring new energy
to the TV sector, which will be beneficial to both viewers and advertisers,"
says the CEO of Corelio Luc Missorten.

Acquisition details

The enterprise value of the acquisition totals EUR 1,225 million. The net sales
of the acquired entities totalled EUR 404 million in 2010 and their combined
operating profit was approximately EUR 110 million. Sanoma estimates to book
about EUR 900 million of goodwill from the transaction. The transaction is
expected to have a positive impact on Sanoma's EPS from 2012 onwards.

Sanoma's lead financial advisor in the transaction was ING Corporate Finance,
with Nordea as co-advisor. Sanoma's legal advisor was Clifford Chance LLP. Talpa
Media's financial advisor was Bank of America Merrill Lynch and its legal
advisor was Allen and Overy.

Financing of the transaction

The activities in the Netherlands and in Belgium will be separately financed.
Sanoma will finance its equity investments of EUR 566 million with new debt. As
a result of the transaction, the consolidated net debt of Sanoma, including the
equity investment and additional consolidated debt, is estimated to increase by
approximately EUR 900 million to EUR 1.9 billion. The mandated lead arrangers
and underwriters of the financing facilities are BNP Paribas, ING Bank N.V. and
Nordea. The transaction does not affect the financing costs of Sanoma's existing
credit facilities, and Sanoma will stay well within its existing financial
policy with ample headroom in its current financial covenants.

Sanoma's outlook for 2011 upgraded

As a result of this transaction, the Sanoma Group's net sales are expected to
increase somewhat and operating profit excluding non-recurring items is expected
to increase slightly in 2011. Previously, net sales and operating profit
excluding non-recurring items were expected to decrease slightly, if the
divestment of movie operations, announced on 21 March 2011, will materialise.
Following the transaction, Sanoma Media's net sales are estimated to increase
significantly and operating profit excluding non-recurring items is expected to
increase slightly. Previously, it was estimated that the net sales of the
Division would be at the 2010 levels and operating profit excluding non-
recurring items would decrease clearly.

More information:

A meeting for press and analysts will be held in English by President and CEO
Harri-Pekka Kaukonen and CFO Kim Ignatius, at 11.00 (EET) at Nelonen Media,
Pursimiehenkatu 26 C, 3rd floor, Helsinki. A webcast of the event can be viewed
at Sanoma.com either live or later as on demand. If you want to ask questions
during the event, please join the conference call, by dialling +44 (0)20
7162 0025 (Europe) or +1 334 323 6201 (US) and quote the conference code
893979. More material in English and Finnish will be available on Sanoma.com at
8.00 (EET), including e.g. information about the companies and partners, data on
the Dutch and Belgium markets as well as the presentation to be used in the
press and analyst event.

Sanoma Media will hold press event together with Talpa Media in Amsterdam (Okura
Hotel, meeting room 'De Otter', Ferdinand Bolstraat 333, Amsterdam) at 13.00 EET
(12.00 CET).

Sanoma Corporation



Kim Ignatius
Chief Financial Officer

Additional information:
Harri-Pekka Kaukonen, President and CEO, Sanoma Corporation, tel.
+358 105 19 5021
Kim Ignatius, CFO, tel. +358 105 19 5120
Sanoma's Investor Relations:
Kare Laukkanen tel. +358 105 19 5064 and Anna Tuominen tel. +358 105 19 5066 or
ir@sanoma.com

Sanoma.com

Sanoma inspires, informs and connects. As a diversified media group, we bring
information, experiences, education and entertainment to millions of people
every day. We make sure that quality content and interesting products and
services are easily available and meet the demands of our readers, viewers and
listeners. We offer a challenging and interesting working environment for nearly
20,000 people in over 20 countries throughout Europe. In 2010, the Group's net
sales totalled EUR 2.8 billion.


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