Talentum Oyj - Company Announcement

ALMA MEDIA CORPORATION MAKES A MANDATORY TENDER OFFER FOR ALL SHARES IN TALENTUM OYJ

Talentum Oyj Stock Exchange Release 10 August 2009 at 10.25 a.m.                

ALMA MEDIA CORPORATION MAKES A MANDATORY TENDER OFFER FOR ALL SHARES IN TALENTUM
OYJ                                                                             

Alma Media Corporation has today announced by Stock Exchange Release the        
following:                                                                      

Alma Media Corporation ("Alma Media") has acquired 375,000 shares in Talentum   
Oyj ("Talentum") through a share acquisition made today. The acquired shares    
together with 13,200,000 shares in Talentum held already previously by          
Kauppalehti Oy belonging to Alma Media Group represent in total approximately   
30.65 % of all shares in Talentum and approximately 31.12 % of votes attached to
the shares (based on 44,295,787 shares issued by Talentum; in calculation of the
total amount of voting rights, 681,000 shares held by Talentum on 30 June 2009, 
which do not carry voting rights, have been deducted). In the today's           
acquisition of the shares, the agreed cash price is EUR 1.85 per share.         
As a                                                                            
result of the acquisition, Alma Media Group's holding in Talentum exceeds three 
tenths of the voting rights carried by Talentum's shares and Alma Media has     
become obligated to launch a mandatory tender offer for all shares in Talentum  
pursuant to Chapter 6, Section 10 of the Finnish Securities Market Act.         

Alma Media Corporation's Stock Exchange Release is in full after this release.  


TALENTUM OYJ                                                                    
Juha Blomster, CEO                                                              
For further information, please contact:                                        
Juha                                                                            
Blomster, CEO, tel. 020 442 4444                                                
Distribution:                                                                   
NASDAQ OMX Helsinki                                                             
Principal Media                                                                 


“Alma Media Corporation Stock Exchange Release 10 August 2009 at 9.05a.m.       
ALMA                                                                            
MEDIA CORPORATION MAKES A MANDATORY TENDER OFFER 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" or the "Company") has                      
acquired 375,000 shares in Talentum Oyj ("Talentum") through a share acquisition
made today. The acquired shares together with 13,200,000 shares in Talentum held
already previously by Kauppalehti Oy belonging to Alma Media Group represent in 
total approximately 30.65 % of all shares in Talentum and approximately 31.12 % 
of votes attached to the shares (based on 44,295,787 shares issued by Talentum; 
in calculation of the total amount of voting rights, 681,000 shares held by     
Talentum on 30 June 2009, which do not carry voting rights, have been deducted).
In the today's acquisition of the shares, the agreed cash price is EUR 1.85 per 
share.                                                                          
As a result of the acquisition, Alma Media Group's holding in Talentum          
exceeds three tenths of the voting rights carried by Talentum's shares and Alma 
Media has become obligated to launch a mandatory tender offer for all shares in 
Talentum pursuant to Chapter 6, Section 10 of the Finnish Securities Market     
Act.                                                                            
According to Chapter 6, Section 14 of the Securities Market Act, a              
mandatory tender offer (the "Tender Offer") shall be published within one month 
of the arising of the obligation to tender, in other words on 10 September 2009 
at the latest.                                                                  
Alma Media will offer the shareholders of Talentum EUR 1.85 in                  
cash for each share in Talentum. The value of the Tender Offer, taking into     
account the remaining (total amount deducted by the shares held by Alma Media   
Group and the own shares held by Talentum) approximately 67.82 % of the shares  
issued by Talentum, is EUR 55.6 million. The price offered for each share       
represents approximately a 6.3 per cent premium over the closing trading price  
of the share 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 offer period will commence on or about 19 August 2009,                      
at the latest. The completion of the Tender Offer is subject to the obtaining of
necessary regulatory approvals. The Tender Offer is not dependent on reaching a 
certain ownership limit.                                                        
Kai Telanne, Alma Media's President and CEO notes: "We                          
have been Talentum's principal shareholder already since 2001. In recent years, 
Talentum has been developed into a pure professional media company and the      
businesses of the companies now complement well each other. Since Talentum's    
market value also corresponds to our view of the company's valuation level, we  
believe that now is the right time to increase our ownership and at the same    
exceed the 30-per cent ownership limit triggering the obligation to tender.     
Taking into consideration, among others, Talentum's business prospects disclosed
by it, the very low liquidity of Talentum's share and its ownership structure,  
we consider the offer price good. The offer price also corresponds to the       
average target price of analysts following the company and the book value of    
Talentum's shares in our consolidated balance sheet. In connection with the     
mandatory tender offer, also large shareholders are given the opportunity to    
dispose of their holding at a fair price, which otherwise, due to the very low  
liquidity of the share, might be challenging."
Background of the Tender                                                        
Offer                                                                           
Alma Media is a profitably growing and internationally expanding company        
that invests in newspapers and online media. Its best known products are        
Aamulehti, Iltalehti, Kauppalehti and Etuovi.com.                               
Alma Media's net sales in the                                                   
first half of 2009 amounted to approximately EUR 156 million and the operating  
profit excluding non-recurring items totalled EUR 19.7 million, i.e. 12.6 per   
cent of the net sales.                                                          
Talentum is a publisher and producer of information for                         
professionals primarily in the Finnish and Swedish markets. Talentum's best     
known products include Talouselämä, Tekniikka & Talous, Tietoviikko,            
Mediuutiset, Talentum.com, Uratie.fi and in book publishing, among others,      
Suomen Laki (Finnish Law) volumes.                                              
Talentum's net sales in the first half of                                       
2009 amounted to EUR 34.6 million and the operating loss excluding non-recurring
items totalled EUR -1.1 million, i.e. approximately -3.2 per cent of the net    
sales.                                                                          
During the latest reported rolling 12-month period, the combined net            
sales of the new group's continuing operations would have totalled approximately
EUR 400 million and the combined operating profit excluding non-recurring items 
approximately EUR 45.0 million. The new group would have over 3,500 employees,  
including newspaper deliverers.                                                 
In Alma Media's view, both companies would                                      
benefit from the consolidation of the companies' businesses. The consolidation  
would complement the companies' product range and give more resources to        
business development and internationalisation. In addition, the consolidation   
would stabilise Talentum's more cyclical business model and would create        
prerequisites for a stable distribution of profits.                             
Tender Offer in                                                                 
brief                                                                           
Alma Media's objective is to acquire all outstanding shares in Talentum         
through the Tender Offer. If Alma Media's holding in Talentum exceeds           
nine-tenths of all shares and voting rights in Talentum, Alma Media will        
initiate a redemption procedure under the Finnish Companies Act. The purpose is 
that Talentum will thereafter submit an application to NASDAQ OMX Helsinki Stock
Exchange for the delisting of its shares.                                       
Within the past six months Alma Media                                           
has not acquired Talentum's shares at a higher price than the offered cash      
consideration.                                                                  
The offer period is expected to commence on 19 August 2009 and                  
end on 15 September 2009. The completion of the Tender Offer is subject to the  
receipt of required regulatory approvals. The complete terms and conditions of  
the offer and information on the approval procedure of the Tender Offer will be 
included in an offer document that will be published by Alma Media in connection
with the Tender Offer on or about 19 August 2009.                               
Alma Media has secured the                                                      
funds required for financing the entire cash consideration offered in the Tender
Offer with its existing financing agreements.                                   
SEB Enskilda acts as Alma                                                       
Media's financial advisor and Hannes Snellman Attorneys Ltd as Alma Media's     
legal advisor in connection with the Tender Offer.                              
Helsinki, 10 August                                                             
2009                                                                            
Alma Media Corporation                                                          
Additional information:                                                         
Kai Telanne, President and                                                      
CEO, tel. +358 10 665 3500                                                      
Press conference and conference call:                                           
Alma Media                                                                      
will hold a conference in Finnish concerning the public offer in the "Carl"
conference room of the Scandic Marski hotel at the address Mannerheimintie 10,  
Helsinki from 11:00am to 12:00 noon on August 10, 2009. The offer will be       
presented by Kai Telanne, President and CEO, and the participants will have an  
opportunity to discuss also with other members of the company's management team.
A conference call in English for investors and analysts will start at 2:00pm    
(EET). To participate, please call +44 (0)20 7162 0077.                         
The presentation                                                                
material will be available at www.almamedia.fi/investors at 11 am.              
Rauno                                                                           
Heinonen                                                                        
Vice President, Corporate Communications and IR                                 
Alma Media                                                                      
Corporation                                                                     
DISTRIBUTION                                                                    
NASDAQ OMX Helsinki                                                             
Main media                                                                      
This release must 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.”