Talentum Oyj - Company Announcement

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

Talentum Oyj	Stock Exchange Release August 17, 2009 at 5.15 pm


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

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"). Alma Media has today announced
by stock exchange release that 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. 

According to Alma Media's stock exchange release the Finnish Financial
Supervision Authority has approved today the offer document relating to the
Tender Offer. 

Information about publishing the Tender Offer document and the complete terms
and conditions of the Tender Offer are attached to Alma Media's release August
17, 2009, which is after this release. 

In accordance with the Securities Market Act the Board of Directors of Talentum
will make its statement on the Tender offer after the tender offer document has
been published.
TALENTUM OYJ 
Juha Blomster, CEO

Further information
Tuomo Saarinen, Chairman of the Board, tel. +358 500 223 970

Distribution
NASDAQ OMX Helsinki
Principal Media

“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 Periodthrough 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.”