Alma Media - Tender offer

Supplement to Alma Media Corporation's tender offer document of 17 August 2009 for all shares in Talentum Oyj

Alma Media Corporation   Stock Exchange Release   4 September 2009 at
14.10

SUPPLEMENT TO ALMA MEDIA CORPORATION'S TENDER OFFER DOCUMENT OF 17
AUGUST 2009 FOR ALL SHARES IN TALENTUM OYJ

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 Tender Offer commenced on 19 August 2009 at 9:30 a.m. (Finnish
time) and will end on 15 September 2009 at 4:00 p.m. (Finnish time)
unless the Tender Offer is extended or discontinued in accordance
with its terms and conditions.

The Board of Directors of Talentum has issued today their statement
regarding the Tender Offer in accordance with chapter 6, section 6 of
the Finnish Securities Market Act. The stock exchange release
including the statement is attached to this release (Appendix 1).

Alma Media supplements the Tender Offer document, dated 17 August
2009, with the statement issued by Talentum's Board of Directors by
adding, as stated in the Tender Offer document, the attached
statement as appendix D to the said document. The Finnish Financial
Supervision Authority has approved the supplement today. The Tender
Offer document and its supplement are available at the offices of
Alma Media, address Eteläesplanadi 20, 00130 Helsinki, Finland, the
offices of Skandinaviska Enskilda Banken (publ) Helsinki Branch,
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.

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: TALENTUM OYJ'S STOCK EXCHANGE RELEASE OF 4 SEPTEMBER 2009

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
Principal media