Talentum Oyj - Tender offer

ALMA MEDIA CORPORATION'S EXCHANGE OFFER FOR ALL OF TALENTUM CORPORATION'S ISSUED SHARES AND OPTION RIGHTS COMMENCES ON 15 OCTOBER 2015

Helsinki, Finland, 2015-10-14 15:30 CEST (GLOBE NEWSWIRE) -- 

TALENTUM           STOCK EXCHANGE RELEASE                14 October, 2015 at
4.30 p.m. 

ALMA MEDIA CORPORATION'S EXCHANGE OFFER FOR ALL OF TALENTUM CORPORATION'S
ISSUED SHARES AND OPTION RIGHTS COMMENCES ON 15 OCTOBER 2015 

THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, SINGAPORE, SOUTH
AFRICA, NEW ZEALAND, UNITED STATES OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION
OR DISTRIBUTION OR OFFER WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS. 

On 29 September 2015, Talentum Corporation (“Talentum”) and Alma Media
Corporation (“Alma Media”) announced their plan to combine their businesses by
means of a public exchange offer made by Alma Media to Talentum's shareholders
and option right holders. In the exchange offer, Alma Media offers to acquire
all of Talentum's issued and outstanding shares (the “Talentum Shares”) and
securities entitling to shares which are not owned by Talentum or its
subsidiaries. Prior to the exchange offer, Alma Media holds, directly or
indirectly, 32.14 per cent of the Talentum Shares. 

In the exchange offer, Alma Media offers as share consideration 0.25 new Alma
Media shares and as cash consideration EUR 0.70 for each Talentum Share, and as
option right consideration EUR 0.11 for each Talentum Series 2013A option right
and EUR 0.06 for each Talentum Series 2013B option right. 

Talentum's Board of Directors published its statement on 29 September 2015. In
its statement the Board of Directors of Talentum announced that it considers
the offer to be in the interests of the Talentum shareholders and recommends
that the shareholders and option right holders accept the exchange offer.
Decision on the recommendation regarding the exchange offer and other relevant
decisions relating to the exchange offer have been made by the Board of
Directors of Talentum so that the chairman of the Board of Directors of
Talentum, Kai Telanne who works as CEO of Alma Media, has not participated in
the handling of the issues or decision-making. Talentum's shareholders
Ilmarinen Mutual Pension Insurance Company and Accendo Capital SICAV SIF, who
together represent 20.98 per cent of the shares and votes in Talentum prior to
the exchange offer, have undertaken to accept the exchange offer subject to
certain conditions. The Deputy Chairman of the Board of Directors Henri
Österlund's main occupation is to work as Board Member of Accendo Capital
Managers SARL fund which manages the fund called Accendo Capital SICAV SIF
which in turn owns more than ten per cent of Talentum's shares. Alma Media has
requested from Accendo Capital SICAV SIF the above-mentioned commitment to
accept Alma Media's offer after Talentum's Board of Directors has handled the
giving of the above-mentioned statement. 

The offer period of the exchange offer commences on 15 October 2015 at 9:00
a.m. (Finnish time) and ends preliminary on 12 November 2015 at 4:00 p.m.
(Finnish time), unless the offer period is extended. The Finnish Financial
Supervisory Authority has today accepted the combined offer document and
prospectus related to the exchange offer. 

The offer document and the prospectus will be available online at the addresses
www.almamedia.fi/ostotarjous and www.sebgroup.com/prospectus as of 14 October
2015, and at Alma Media's headquarters at the address Alvar Aallon katu 3C,
Helsinki, SEB's office at the address Unioninkatu 30, Helsinki, and at the
reception of Nasdaq OMX Helsinki Oy at the address Fabianinkatu 14, Helsinki as
of 15 October 2015. 

The terms and conditions of the exchange offer are enclosed in their entirety
to this stock exchange release (Appendix 1). 

APPENDIX:
Appendix 1: Terms and Conditions of the Exchange Offer

TALENTUM CORPORATION

The Board of Directors

Further information will be given by:

Henri Österlund, Deputy Chairman of the Board of Directors, Talentum Corporation
henri.osterlund@accendofund.com
+358 50 348 9600

Aarne Aktan, CEO, Talentum Corporation
aarne.aktan@talentum.com
+358 40 342 4440

Distribution:
NASDAQ OMX Helsinki
Principal media
www.talentum.fi

TALENTUM IN BRIEF

Talentum Corporation focuses on professionals with main products of magazines,
books, digital services, trainings and events. Talentum produces contents from
various fields of economy, law, management, HR, sales and marketing, ICT,
technology and health care with the mission to help professionals succeed. 

In 2014, Talentum's net sales totalled EUR 72.3 million. The company employs
720 persons in Finland, Sweden, Denmark, Estonia and Latvia. Talentum
Corporation is listed on Nasdaq Helsinki. Read more: www.talentum.fi. 



THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, THE UNITED STATE OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 

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 AND OPTION RIGHTS 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 DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, 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, CANADA, CHINA, HONG
KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. THE
TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE,
SOUTH AFRICA, THE UNITED STATES. 



APPENDIX 1: TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Object of the Exchange Offer

Pursuant to the terms and conditions of the Exchange Offer, Alma Media offers
to acquire all of the issued and outstanding Talentum shares and securities
entitling to the shares that are not owned by Talentum or its subsidiaries. 

Offer Consideration

The Offer Consideration consists of the Share Consideration and Cash
Consideration. In the Exchange Offer, Alma Media offers (i) 0.25 New Shares as
Share Consideration and EUR 0.70 as Cash Consideration for each Talentum share
and (ii) EUR 0.11 as Option Right Consideration for each Talentum 2013A series
option right and EUR 0.06 for each Talentum 2013B series option right, provided
that the Exchange Offer has been accepted in accordance with its terms and
conditions and the acceptance has not been duly withdrawn. The aggregate
maximum number of shares to be offered as Offer Consideration is 7,422,304, the
aggregate maximum amount of the Cash Consideration is EUR 20.8 million, and the
aggregate maximum amount of the Option Right Consideration is EUR 119.0
thousand. 

Fractions to the New Shares will not be delivered to Talentum shareholders. To
the extent that Talentum shareholders are entitled to fractional entitlements,
such fractional entitlements will be combined and sold on the Helsinki Stock
Exchange on behalf of the Talentum shareholders entitled to fractions of
shares, and the proceeds of the sales of the fractions at the average selling
price, deducted by direct sales costs, will be distributed pro rata to the
Talentum shareholders entitled to fractional entitlements. 

Exchange Offer Period

The Offer Period commences on 15 October 2015 at 9:00 a.m. (Finnish time) and
ends on 12 November 2015 at 4:00 p.m. (Finnish time), unless the Offer Period
is extended in the manner provided below. The acceptance of the Exchange Offer
must be received by the recipient, as described below under “- Acceptance
Procedure for the Exchange Offer”, before the expiration of the Offer Period.­ 

Alma Media may extend the Offer Period at any time. Alma Media will announce a
possible extension of the Offer Period in a stock exchange release on the first
(1) Finnish banking day following the expiration of the original Offer Period,
at the latest.­ In addition, Alma Media will announce any possible
re-continuation of the extended Offer Period or the re-continuation of the
discontinued extended Offer Period no later than on the first (1) Finnish
banking day following the expiration of the continued Offer Period or
discontinued extended Offer Period. 

The maximum duration of the Offer Period may be ten (10) weeks. However, if the
conditions to the completion of the Exchange Offer have not been satisfied
because of a special reason provided for in the Finnish Financial Supervisory
Authority's Regulations and Guidelines Regarding Takeover Bids and the
Obligation to Launch a Bid (9/2013), Alma Media may extend the Offer Period for
a period longer than ten (10) weeks until said hindrance has been removed and
Alma Media has had reasonable time to adjust to the situation.­ In this case,
Alma Media must inform the new expiration date at least two (2) weeks prior to
the end of the extended Offer Period. In addition, the potential Subsequent
Offer Period may continue for a period longer than ten (10) weeks. 

Alma Media may discontinue the extended Offer Period. Alma Media will notify of
its decision regarding the discontinuation of the extended Offer Period as soon
as reasonably possible after the decision about the discontinuation was made
and in any case two (2) weeks prior to the end of the extended Offer Period. If
Alma Media discontinues the extended Offer Period, the Offer Period will end on
the earlier of the dates announced by Alma Media.­­ 

Alma Media reserves the right to extend the Offer Period in the same connection
with the announcement of the result of the Exchange Offer, in accordance with
the provisions of section “- Announcement of the Result of the Exchange Offer”
below. In the case of such Subsequent Offer Period, the Subsequent Offer Period
will end at the time announced in connection with the publication of Alma
Media's result. A notice of the end of the Subsequent Offer Period must be
given at least two (2) weeks prior to the end of the Subsequent Offer Period. 

Conditions to Completion of the Exchange Offer

The obligation of Alma Media to complete the Exchange Offer and purchase the
Outstanding Shares, which have been validly tendered and not withdrawn, shall
be subject to the satisfaction or, to the extent permitted by applicable law,
waiver by Alma Media of each of the Closing Conditions: 

  1. the valid tender of Outstanding Shares representing together with any
     Talentum Shares that may be held by Alma Media and its group companies on
     the Result Announcement Date more than 90 percent of the issued and
     outstanding shares and votes of Talentum on a fully diluted basis. For the
     sake of clarity it is understood that the Talentum Shares held by group
     companies of Alma Media may or may not be tendered in the Exchange Offer,
     but shall be in any case taken into account when calculating whether the 90
     percent threshold has been reached;
  2. the receipt of necessary regulatory approvals by the Finnish Financial
     Supervision Authority to approve the Offer Document and the competition
     clearances by the Finnish Consumer and Competition Authority, and any other
     permits and consents mandatory for the completion of the Exchange Offer,
     and that any conditions set in such clearances, permits and approvals,
     including, but not limited to, any requirements for the disposal of any
     assets of Alma Media or Talentum or any reorganization of the business of
     the Alma Media or Talentum, are acceptable to Alma Media in that they are
     not objectively materially adverse to the Alma Media (acting reasonably) or
     Talentum or to the consummation of the Exchange Offer contemplated
     hereunder;
  3. no Material Adverse Change (as defined below) in relation to Talentum
     having occurred after the Signing Date;
  4. no decision to distribute dividends or other funds to its shareholders has
     been taken by Talentum after the Launch Date;
  5. no order or regulatory action by a court or regulatory authority of
     competent jurisdiction preventing, postponing, or materially challenging
     the completion of the Exchange Offer or the exercise of the rights of
     ownership of Outstanding Shares by Alma Media has been issued;
  6. Alma Media shall not have received after the Signing Date information
     previously unknown to Alma Media or its representatives that has resulted
     in or constituted or that would objectively constitute, when materialized,
     a Material Adverse Change
  7. the external financing committed to Alma Media for purchasing the Talentum
     Shares pursuant to the Exchange Offer is still available to Alma Media in
     accordance with the terms thereof, provided that this condition may be
     invoked only if the financing is not available due to circumstances outside
     the reasonable control of Alma Media or its affiliates and/or the Alma
     Media or its affiliates have not in any way breached the terms of the said
     financing;
  8. the Combination Agreement has not been terminated and it is still in force
     provided that this right shall not be available to Alma Media if the
     Combination Agreement has been terminated by Talentum due to Alma Media's
     material breach of the Agreement or any of its terms;
  9. the recommendation of the Board of Directors of Talentum is in force and
     has not been amended, provided that this right shall not be available to
     Alma Media if the recommendation has been cancelled or amended due to Alma
     Media's material breach of the Combination Agreement or any of its terms;
     and
 10. no competing offer (as defined in Section 17 of Chapter 11 of the
     Securities Market Act) has been made for Outstanding Shares of Talentum.

“Material Adverse Change” means (i) any divestment or material reorganization
of any material part of Alma Media or Talentum or their material subsidiaries,
taken as a whole; or (ii) Alma Media or Talentum or any of their material
subsidiaries becoming insolvent, subject to administration, bankruptcy or any
other equivalent insolvency proceedings or if any legal proceedings (other than
by the other Party or its affiliates) or corporate resolution is in good faith
taken by or against any of them in respect of any such proceedings with
reasonably high probability with such action leading to commencement of such
proceedings; or (iii) any material adverse change in, or material adverse
effect to, the business, assets, financial condition or results of operations
of Alma Media or Talentum and its material subsidiaries, taken as whole. 

If Alma Media exercises its right to not complete the Exchange Offer due to a
Material Adverse Change on Talentum and the Material Adverse Change is based on 

  1. any change or effect in political, financial, industry, economic, or
     regulatory conditions generally;
  2. any change or effect resulting from any actions taken by Talentum or its
     subsidiaries at the express request or direction of Alma Media;
  3. any change or effect resulting from or caused by natural disasters,
     outbreak of major hostilities or any act of war or terrorism, or;
  4. any change or effect attributable to (x) an act or omission carried out or
     omitted by Alma Media or its affiliates in connection with the Exchange
     Offer or (y) the Exchange Offer (for the sake of clarity, including but not
     limited to changes or effects arising out of the announcement of, entry
     into, pendency of, anticipated completion of actions required or
     contemplated by or performance of obligations under, the Combination
     Agreement and the transactions contemplated hereby or the identity of the
     Parties to the Combination Agreement, including any termination of,
     reduction in or similar adverse impact on relationships, contractual or
     otherwise, with any customers, suppliers, distributors, partners or
     employees of Talentum and its subsidiaries relating thereto);

then Alma Media shall compensate Talentum on-demand for euro-for-euro for any
and all external advisory fees actually incurred by Talentum in connection with
Confidentiality Agreement, Exchange Offer and other transactions contemplated
by the Confidentiality Agreement and the Combination Agreement. 

Alma Media shall and may only invoke any of the Closing Conditions so as to
cause the Exchange Offer not to proceed, to lapse or to be withdrawn if the
circumstances which give rise to the right to invoke the respective Closing
Condition are of material significance to Alma Media in the context of the
Exchange Offer as provided in the Regulations and Guidelines 9/2013 (Julkinen
ostotarjous ja tarjousvelvollisuus) issued by the Finnish Financial Supervision
Authority and in the Helsinki Takeover Code. Subject to the above clause, Alma
Media reserves the right to withdraw the Exchange Offer in the event that any
of the Closing Conditions is not fulfilled or will not be fulfilled. 

Alma Media may, to the extent permitted by law, waive any of the Closing
Conditions to Completion that are not fulfilled. If all Closing Conditions have
been fulfilled by the end of the Offer Period or the extended or discontinued
Offer Period or Alma Media has waived the requirement for the fulfilment of all
or some of them, Alma Media will consummate the Exchange Offer in accordance
with its terms and conditions after the expiry of the Offer Period by
purchasing Outstanding Shares and Outstanding Options by paying the
consideration to the shareholders of Talentum that have validly accepted (and
validly not withdrawn such acceptance) the Exchange Offer. 

Alma Media will notify in a Stock Exchange Release of the satisfaction of the
Closing Conditions or its waiver of the unsatisfied conditions. 

Obligation to Increase Offer Consideration and to Pay Compensation

Alma Media reserves the right to buy (and/or sell in situations permitted by
Section 8 of Chapter 11 of the Finnish Securities Market Act) Talentum Shares
during the Offer Period in public trading on the Helsinki Stock Exchange or
otherwise. 

Should Alma Media or another party acting in concert with Alma Media within the
meaning of Section 5 of Chapter 11 of the Securities Market Act acquire
Talentum Shares during the Offer Period at a price higher than the Offer
Consideration, and/or Option Rights at a price higher than the Option Right
Consideration or otherwise on more favourable terms, Alma Media shall, in
accordance with Section 25 of Chapter 11 of the Securities Market Act, amend
the terms and conditions of the Exchange Offer to correspond to the terms and
conditions of the above-mentioned acquisition on more favourable terms
(obligation to increase). In such a case, Alma Media shall make public its
obligation to increase without delay and shall pay, in connection with the
completion of the Exchange Offer, the difference between the consideration paid
in such acquisition on more favourable terms and the Offer Consideration and/or
the Option Right Consideration to those shareholders and/or Option Right
Holders that have accepted the Exchange Offer.­ 

Should Alma Media or another party acting in concert with Alma Media within the
meaning of Section 5 of Chapter 11 of the Securities Market Act acquire
Talentum Shares within nine (9) months after the expiration of the Offer Period
at a price higher than the Offer Consideration and/or Option Rights at a price
higher than the Option Right Consideration, or otherwise on more favourable
terms, Alma Media shall, in accordance with Section 25 of Chapter 11 of the
Securities Market Act, pay the difference between the consideration paid in an
acquisition on more favourable terms to the shareholders that have accepted the
Exchange Offer and /or the Option Right Holders and the Offer Consideration
and/or Option Right Consideration (obligation to compensate).­­ In such case,
Alma Media shall make public its obligation to compensate without delay and
shall pay the difference between the consideration paid in such acquisition on
more favourable terms and the Offer Consideration and/or the Option Right
Consideration within one (1) month of the date when the obligation to
compensate arose for those shareholders and/or Option Right Holders that have
accepted the Exchange Offer. 

According to Section 25(5) of Chapter 11 of the Securities Market Act, no
obligation to compensate will, however, be triggered if the payment of a higher
price than the Offer Consideration is based on an arbitral award pursuant to
the Finnish Companies Act, provided that Alma Media or other party referred to
in Section 5 of Chapter 11 of the Securities Market Act has not, before or
during the arbitral proceedings, offered to acquire Talentum Shares on terms
that are more favourable than those of the Exchange Offer. 

Acceptance Procedure for the Exchange Offer

Shares

The Exchange Offer may be accepted by a shareholder registered in Talentum's
shareholders' register during the Offer Period, with the exception of Talentum
and its subsidiaries.­ The acceptance of the Exchange Offer must be submitted
for each book-entry account. The shareholders of Talentum submitting an
acceptance must have a cash account with a banking institution operating in
Finland. Shareholders may only accept the Exchange Offer unconditionally and
for all Talentum Shares that are held in each shareholder's book-entry account
referred to in the acceptance form at the time of completion of the exchange of
Talentum's interim shares into the Shares. Acceptances submitted during the
Offer Period are also valid until the expiration of the extended Offer Period
or the discontinued extended Offer Period, if any.­ 

Most Finnish account operators will send a notice regarding the Exchange Offer
and related instructions and an acceptance form to their customers who are
shareholders registered in the shareholders' register of Talentum.­­ Should any
Talentum shareholder not receive instructions or an acceptance form from their
account operator, such Talentum shareholder can contact SEB Operations Helsinki
branch (Tel. +358 9 131 55 220) from where said Talentum shareholder can
receive all necessary information and can submit their acceptance of the
Exchange Offer.­ 

Those Talentum shareholders whose Talentum Shares are nominee-registered and
who wish to accept the Exchange Offer must submit their acceptance in
accordance with the instructions given by the administrator of their nominee
registrations. Alma Media will not send an acceptance form or other documents
relating to the Exchange Offer to these Talentum shareholders. 

With respect to the pledged Talentum Shares, the acceptance of the Exchange
Offer requires the consent of the pledgee. Acquiring this consent is the
responsibility of the relevant Talentum shareholders. The pledgee's consent
must be delivered to the account operator in writing. 

Those Talentum shareholders who accept the Exchange Offer must submit the duly
completed acceptance form meeting the requirements set by legislation to the
account operator that manages their book-entry account according to the
instructions given by the account operator and during the time period
prescribed by it. Alma Media reserves the right to reject any acceptances that
have been submitted erroneously or deficiently. 

When an account operator or the SEB Operations Helsinki branch has received an
acceptance with respect to the Talentum Shares in accordance with the terms and
conditions of the Exchange Offer, the Talentum Shares will be converted into
Talentum interim shares in the manner described under “- Technical Completion
of the Exchange Offer” below. The Talentum interim shares will be registered on
the book-entry accounts of the Talentum shareholders who have accepted the
Exchange Offer.­ The interim shares may not be sold, pledged, or otherwise
controlled prior to the exchange into New Shares. 

Any acceptance must be submitted in such a manner that it will be received
within the Offer Period (including any extended or discontinued extended Offer
Period) taking into account, however, the instructions given by the relevant
account operator. The account operator may request the receipt of acceptances
prior to the expiration of the Offer Period. Talentum shareholders submit the
acceptance at their own risk. The acceptance will be considered submitted only
when an account operator or the SEB Operations Helsinki branch has actually
received it. 

Talentum shareholder who has validly accepted the Exchange Offer in accordance
with the terms and conditions of the Exchange Offer may not sell or otherwise
control the Talentum Shares owned by it. Such Talentum Shares will be converted
into Talentum interim shares in the manner set out in “-Technical Completion of
the Exchange Offer” below, and a class-specific transfer restriction with
respect to the interim shares will be entered into the book-entry account
system. The transfer restriction will be removed when trading in the New Shares
commences. Furthermore, those Talentum shareholders that accept the Exchange
Offer authorise their account operator or SEB Operations Helsinki branch to
perform the necessary entries and undertake any other measures needed for the
technical execution of the Exchange Offer, and in respect of the Talentum
Shares, to subscribe for New Shares, and to sell any fractions in accordance
with the terms and conditions of the Exchange Offer, and to assign all Talentum
Shares held by the Talentum shareholder at the time of completion of the
transaction to Alma Media in accordance with the terms and conditions of the
Exchange Offer. In connection with the completion transactions or the
settlement of the Exchange Offer, the class-specific transfer restriction is
removed and the Offer Consideration is paid to the Talentum shareholders. 

Option rights

The Exchange Offer may be accepted by Option Right Holders registered in
Talentum's register of option right holders during the Offer Period, with the
exception of Talentum and its subsidiaries, provided that the Option Right
Holder has satisfied the obligation to invest in the Talentum Shares under the
terms and conditions of the option rights. 

The Option Right Holders submitting an acceptance must have a cash account with
a banking institution operating in Finland. Option Right Holders may only
approve the Exchange Offer unconditionally and in respect of all of the Option
Rights that are registered in Talentum's register of option right holders at
the time of completion of the transaction relating to the Option Right Holder's
Option Rights. Acceptances submitted during the Offer Period are also valid
until the expiration of the extended Offer Period or the discontinued extended
Offer Period, if any.­ 

SEB will send a notice regarding the Exchange Offer and related instructions
and an acceptance form to the Option Right Holders registered in Talentum's
register of option right holders. Should any option right holders not receive
such a notice from SEB, they can contact SEB's Corporate Finance Unit (Tel.
+358 9 6162 8101). 

With respect to the pledged Option Rights, the acceptance of the Exchange Offer
requires the consent of the pledgee. Acquiring this consent is the
responsibility of the relevant Option Right Holder. The pledgee's consent must
be delivered to the account operator in writing. 

Those Option Right Holders entered in Talentum's register of option right
holders and who wishes to accept the Exchange Offer must fill in, execute, and
submit the acceptance form to SEB in accordance with the instructions and
during the time period prescribed by SEB. Alma Media reserves the right to
reject any acceptances that have been submitted erroneously or deficiently. 

The acceptance form shall be submitted so that it is received during the Offer
Period or, if the Offer Period has been extended, during such extended Offer
Period, however, taking into consideration the instructions given by SEB. In
case of a Subsequent Offer Period, the acceptance form must be submitted so
that it is received within the Subsequent Offer Period, however, taking into
consideration the instructions given by SEB. The Option Right Holder will
submit the acceptance form as he or she wishes at his or her own risk, and the
acceptance form is only deemed to have been delivered once SEB has actually
received it. 

An option right holder who has validly accepted the Exchange Offer pursuant to
the terms and conditions of the Exchange Offer and has not validly withdrawn
the acceptance may not sell or otherwise control those Option Rights in respect
of which the Exchange Offer has been accepted unless otherwise provided by
mandatory legislation. By accepting the Exchange Offer, the Option Right
Holders authorise SEB to sell the Option Rights to Alma Media in accordance
with the terms and conditions of the Exchange Offer. 

Right of Withdrawal of Acceptance

An acceptance of the Exchange Offer may be withdrawn by a shareholder or Option
Right Holder of Talentum at any time before the expiration of the Offer Period
(including any extended or discontinued extended Offer Period) until Alma Media
has announced that all Conditions to Completion have been satisfied or waived
by Alma Media, i.e. until Alma Media has announced the Exchange Offer to be
unconditional. After such announcement, any acceptance of the Exchange Offer
that has already been submitted may not be withdrawn prior to the expiration of
the Offer Period (including any extended or discontinued extended Offer Period)
except in the event that (i) a third party announces a competing public tender
offer for the Talentum Shares or (ii) the Exchange Offer has lasted for more
than ten weeks. 

A valid withdrawal of the acceptance of the Exchange Offer requires that a
written withdrawal notification be submitted to the account operator to whom
the original Exchange Offer acceptance notification was submitted. If the
acceptance has been submitted to the SEB Operations Helsinki branch, the
withdrawal notification must also be submitted to the SEB Operations Helsinki
branch. 

For nominee-registered securities, Talentum shareholders must request the
relevant administrator of the nominee registrations to carry out the withdrawal
notification.­ 

If a Talentum shareholder validly withdraws an acceptance of the Exchange
Offer, the Talentum interim shares will be converted back into corresponding
Talentum Shares in the book-entry account system and registered as such back on
the book-entry account as soon as possible, in approximately three (3) Finnish
banking days after the notice regarding the withdrawal of an acceptance of the
Exchange Offer has been received in accordance with the terms and conditions of
the Exchange Offer. 

A Talentum shareholder who has validly withdrawn an acceptance of the Exchange
Offer may accept the Exchange Offer again during the Offer Period (including
any extended or discontinued extended Offer Period and Subsequent Offer Period)
by following the procedure set out under “- Acceptance Procedure for the
Exchange Offer”. 

A Talentum shareholder who withdraws their acceptance is obligated to pay any
fees that the account operator operating the book-entry account or the
administrator of a nominee-registered holding may collect for the withdrawal. 

Any acceptance of the Exchange Offer during a possible Subsequent Offer Period
will be binding and cannot be withdrawn, unless otherwise provided under
mandatory law. 

Technical Completion of the Exchange Offer

When an account operator or the SEB Operations Helsinki branch has received an
acceptance with respect to the Talentum Shares in accordance with the terms and
conditions of the Exchange Offer, the Talentum Shares will be converted into
Talentum interim shares at an exchange ratio of one Talentum interim share for
one Talentum share, which will be registered in the book-entry accounts of the
Talentum shareholders who have accepted the Exchange Offer. The Talentum
interim shares will be converted into New Shares in the book-entry account
system at the exchange ratio provided in the Exchange Offer on or about 20
November 2015 (the “Completion Date”) and the Cash Consideration will also be
paid to the Talentum shareholders. ­ 

For reasons related to company law, the offer will be carried out so that when
accepting the Exchange Offer for each full four Talentum Shares owned by the
Talentum shareholder, the Talentum shareholder authorises SEB to place two
shares as contribution in kind in Alma Media as the payment for the
subscription price of one New Share and to sell the remaining two Talentum
Shares to Alma Media. 

Alma Media will not issue fractions of the New Shares in connection with the
Exchange Offer. Any fractions of the New Shares to which a Talentum shareholder
is entitled will be aggregated with the fractional entitlements of other
Talentum shareholders and sold on the Helsinki Stock Exchange on their behalf.
The proceeds from the sale of fractions, based on the average selling price
deducted with direct sales costs, will be distributed pro rata to the Talentum
shareholders entitled to fractional entitlements. 

If Alma Media does not complete the Exchange Offer, the Talentum interim shares
will be converted back into corresponding Talentum Shares in the book-entry
account system and registered as such back in the book-entry account as soon as
technically possible and at the latest within three (3) Finnish banking days
after an announcement by Alma Media stating that it will not complete the
Exchange Offer. In such case, no fees will be collected from and no
compensation will be paid to the Talentum shareholders. 

By accepting the Exchange Offer, Talentum's Option Right Holders authorise SEB
to sell the Option Rights to Alma Media in accordance with the terms and
conditions of the Exchange Offer. 

Announcement of the Result of the Exchange Offer

The preliminary result of the Exchange Offer will be announced by a stock
exchange release on or about the first (1) Finnish banking day following the
expiration of the Offer Period (including any extended or discontinued extended
Offer Period). In connection with the announcement of the preliminary result,
it will also be announced whether the Exchange Offer will be completed or
whether the Offer Period will be extended. The final result of the Exchange
Offer will be announced on or about the third (3) Finnish banking day following
the expiration of the Offer Period (including any extended or discontinued
extended Offer Period). In connection with the announcement of the final
result, the percentage of the Talentum Shares in respect of which the Exchange
Offer has been validly accepted and not validly withdrawn will also be
confirmed. 

Alma Media will announce the preliminary percentage of the Talentum Shares
validly offered during a possible Subsequent Offer Period on or about the first
(1) Finnish banking day following the expiration of the Subsequent Offer Period
and the final percentage on or about the third (3) Finnish banking day
following the expiration of the Subsequent Offer Period. 

Terms of Payment and Settlement of Shares and Option Rights

The Exchange Offer will be completed with respect to all those Talentum
shareholders who have validly accepted the Exchange Offer and who have not
withdrawn their acceptance, on the Completion Date, preliminarily on 20
November 2015. The purchase and sale of the Talentum Shares is considered
completed at the moment when the Board of Directors of Alma Media accepts the
subscriptions of the New Shares based on the acceptances of the Exchange Offer,
see “- Transfer of Title” below. 

On the Completion Date, the Talentum interim shares will be converted into New
Shares at the exchange ratio set forth in the terms and conditions of the
Exchange Offer. The New Shares will be delivered to the Talentum shareholders
who have accepted the Exchange Offer after the New Shares have been registered
with the Trade Register and the New Shares given as consideration for the
Talentum Shares in the Exchange Offer have been issued in the book
entry-account system. The New Shares will be registered in the book-entry
accounts of the shareholders who have accepted the Exchange Offer on or about
the sixth (6) Finnish banking day following the expiration of the Offer Period
(including any extended or discontinued extended Offer Period), i.e.
preliminarily on 20 November 2015. 

The Cash Consideration will be paid to the shareholder's bank account connected
to the book-entry account or, in the case of shareholders whose holdings are
nominee-registered, to the bank account indicated in the acceptance form, on or
about the sixth (6) Finnish banking day following the expiration of the Offer
Period (including any extended or discontinued extended Offer Period), i.e.
preliminarily on 20 November 2015.­ If the shareholder's bank account is with
another banking institution than their book-entry account, the Cash
Consideration will be paid to the shareholder's bank account in accordance with
the schedule of money transactions between banking institutions. 

The sale of fractions of shares will be conducted by SEB as soon as practically
possible, i.e. preliminarily on the sixth (6) Finnish banking day following the
expiration of the Offer Period (including any extended or discontinued extended
Offer Period), i.e. preliminarily on 20 November 2015. The sale of fractions
will be settled on or about the eighth (8) Finnish banking day following the
expiration of the Offer Period (including any extended or discontinued extended
Offer Period), i.e. preliminarily on 24 November 2015. Proceeds from the sale
of fractions of the New Shares will be deposited on or about the ninth (9)
Finnish banking day following the expiration of the Offer Period (including any
extended or discontinued extended Offer Period), i.e. preliminarily on 25
November 2015, into the bank account connected to the book-entry account of
those shareholders who have accepted the Exchange Offer. If the shareholder's
bank account is with another banking institution than their book-entry account,
the possible proceeds from the fractions of shares will be paid to the
shareholder's bank account in accordance with the schedule of money
transactions between banking institutions. 

As regards the Option Rights in respect of which the Exchange Offer has been
validly accepted in accordance with the terms and conditions of the Exchange
Offer, and not validly withdrawn, the sale will be completed no later than on
the seventh (7) Finnish banking day following the expiration of the Offer
Period or, if the Offer Period has been extended, following the expiration of
the extended Offer Period, i.e. preliminarily on 23 November 2015. The sale of
Option Rights will be completed outside the Helsinki Stock Exchange. 

The transactions will be settled on the same day as their sale is completed,
i.e. no later than on the seventh (7) Finnish banking day following the
expiration of the Offer Period or, if the Offer Period has been extended,
following the expiration of the extended Offer Period (“Settlement Date of the
Option Rights”). The Option Right Consideration will be paid on the Settlement
Date of the Option Rights to the bank account indicated in the acceptance form.
If the bank account of the Option Right Holder is with a banking institution
other than SEB, the Option Right Consideration will be paid, in accordance with
the schedule of money transactions between banking institutions, to the Option
Right Holder's bank account so that it is estimated to be on the Option Right
Holder's bank account no later than two (2) Finnish banking days after the
Settlement Date of the Option Rights. 

In case of a possible Subsequent Offer Period, Alma Media will announce, in
connection with the notice relating thereto, the terms and conditions
concerning the payment and settlement with regard to the Talentum Shares and
Option Rights in respect of which the Exchange Offer has been accepted during
such Subsequent Offer Period. The completion transactions of the Talentum
Shares in respect of which the Exchange Offer has been validly accepted in
accordance with the terms and conditions of the Exchange Offer during the
Subsequent Offer Period will, however, be carried out at least every two (2)
weeks. 

Alma Media reserves the right to postpone the payment of the Offer
Consideration and the Option Right Consideration if the payment is prevented or
suspended due to a force majeure event. However, Alma Media will make the
payment immediately when the force majeure event preventing or suspending the
payment is resolved. 

Transfer of Title

Title to the Talentum Shares in respect of which the Exchange Offer has been
validly accepted, and not validly withdrawn, will transfer to Alma Media when
the Board of Directors of Alma Media approves the subscriptions based on the
acceptances of the Exchange Offer and when such Talentum Shares are transferred
to Alma Media's book-entry account, preliminarily on 18 November 2015. 

Title to the New Shares issued in the Exchange Offer will transfer to Talentum
shareholders who have accepted the Exchange Offer, on or about 20 November
2015, the day following the registration of the New Shares. The New Shares will
be registered with the Trade Register preliminarily on 19 November 2015. 

The title to the Option Rights, in respect of which the Exchange Offer has been
duly accepted and the acceptance has not been duly withdrawn, will be
transferred to Alma Media against the payment of the Option Right
consideration. 

Exchange Offer Acceptance Payments

Alma Media will pay any transfer tax that may be charged in Finland in
connection with the sale of Talentum Shares and Option Rights in the Exchange
Offer. 

Each Talentum shareholder is liable for payments that, based on an agreement
made with the shareholder, an account operator may charge as well as for the
fees and commissions charged by account operators, custodians, administrators
of nominee-registered Talentum Shares or other parties related to the release
of collateral or the revoking of any other restrictions preventing the sale of
Talentum Shares. Each Talentum shareholder is liable for the fees that relate
to a withdrawal of an acceptance made by the shareholder. 

Alma Media is liable for other customary costs caused by the registration of
entries in the book-entry system required by the Exchange Offer, the completion
of the transactions pertaining to the Talentum Shares under the Exchange Offer
and the payment of the Share Consideration. 

Should a Talentum shareholder withdraw its acceptance of the Exchange Offer due
to a competing tender offer published by a third party during the Offer Period
or for other reasons, certain account operators may charge the shareholder
separately for the registration of the relevant entries regarding the
withdrawal of the acceptance as explained under “- Right of Withdrawal of
Acceptance” above. 

Trading in the New Shares

Alma Media intends to take the necessary measures in order for all the New
Shares issued in connection with the Exchange Offer to be admitted to trading
on the stock exchange list of the Helsinki Stock Exchange. Trading in the New
Shares is expected to commence on the stock exchange list of the Helsinki Stock
Exchange on or about the sixth (6) Finnish banking day following the expiration
of the Offer Period (including any extended or discontinued extended Offer
Period), i.e. preliminarily on 20 November 2015. 

Other Matters

The Exchange Offer Document and the Exchange Offer shall be governed by Finnish
law, and any disputes relating thereto shall be settled exclusively in a
Finnish court of law. 

Alma Media reserves the right to amend the terms and conditions of the Exchange
Offer in accordance with Section 15 of Chapter 11 of the Finnish Securities
Markets Act. Should the Finnish Financial Supervisory Authority resolve to
extend the Offer Period, Alma Media reserves the right to decide upon the
withdrawal of the Exchange Offer in accordance with Section 12 of Chapter 11 of
the Finnish Securities Market Act. 

Alma Media reserves the right to dispose of its acquired Talentum Shares
before, during, or after the expiration of the Offer Period as it deems
appropriate and under the circumstances permitted in Section 8 of Chapter 11 of
the Finnish Securities Markets Act. 

Should a competing offer be made by a third party during the Offer Period, Alma
Media reserves the right, as set forth in Section 17 of Chapter 11 of the
Finnish Securities Market Act, to (i) decide upon an extension of the Offer
Period; (ii) decide upon an amendment of the terms and conditions of the
Exchange Offer; and (ii) decide, during the Offer Period but before the
expiration of the competing offer, to let the Exchange Offer lapse. 

Alma Media will decide on all other matters relating to the Exchange Offer.

Talentum Shareholders Outside of Finland

The Exchange Offer is not being made, and the Talentum Shares will not be
accepted for purchase from or on behalf of persons, in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require
any registration, approval or filing with any regulatory authority not
expressly contemplated by the terms and conditions of the Offer Document. The
distribution of the Offer Document in jurisdictions other than Finland may be
restricted by law and, therefore, persons into whose possession the Offer
Document comes should inform themselves about and observe such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities law of any such jurisdiction. Alma Media reserves the right to
reject any acceptance forms, which in Alma Media's assessment may involve a
breach or violation of the laws or regulations of any jurisdiction.
Shareholders in Talentum outside of Finland are advised to consult their own
legal counsel prior to accepting the Exchange Offer described in Offer
Document.