Talentum Oyj - Tender offer

ALMA MEDIA CORPORATION LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES AND OPTION RIGHTS IN TALENTUM CORPORATION

Helsinki, Finland, 2015-09-29 07:30 CEST (GLOBE NEWSWIRE) -- 

TALENTUM           Stock exchange release              29 September 2015 at
8.30 a.m. 

ALMA MEDIA CORPORATION LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR
ALL SHARES AND OPTION RIGHTS IN TALENTUM CORPORATION 

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Talentum Corporation (hereinafter "Talentum") and Alma Media Corporation
(hereinafter "Alma Media") have on 28 September 2015 entered into a combination
agreement (hereinafter the "Combination Agreement") under which they agree to
combine the operations of Talentum and Alma Media (hereinafter the"Combination"). In order to effect the combination, Alma Media will make a
voluntary public tender offer to purchase all of the issued and outstanding
shares (hereinafter "Talentum shares") and option rights in Talentum that are
not owned by Talentum or any of its subsidiaries (hereinafter the "Exchange
Offer"). 

Alma Media is a media corporation specialized in digital services and
publishing operations. Turnover of Alma Media was MEUR 295.4 in 2014. 

In the Exchange Offer Alma Media offers as a share consideration 0.25 new
shares of Alma Media (hereinafter the "Share Consideration") (hereinafter the"New Shares") and as a cash consideration (hereinafter the "Cash
Consideration") EUR 0.70 for each share of Talentum (hereinafter the Share
Consideration and the Cash Consideration together the "Offer Consideration").
The consideration offered for option rights under option plans of Talentum is
for each  Talentum 2013A-series option right EUR 0.11 and EUR 0.06 for each
2013B-series option right (hereinafter the "Option Consideration"). The
structure of the offer provides to Talentum's shareholders the possibility to
get the Cash Consideration for their shares and at the same time to continue as
a shareholder in the company that has combined the business operations of
Talentum and Alma Media (hereinafter the "Combined company"). 

The Offer Consideration corresponds to a premium of approximately 24.4 per cent
in comparison to Talentum's volume-weighted average share price (EUR 1.15) on
NASDAQ OMX Helsinki Ltd (hereinafter the "Helsinki Stock Exchange") in the
three-month-period prior to the announcement of the Exchange Offer ending 28
September 2015, when the Share Consideration is valued at the volume-weighted
average share price of Alma Media in the same period (EUR 2.93). 

The Offer Consideration corresponds to a premium of approximately 22.5 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015, i.e. on the final trading day prior to the
announcement of the Exchange Offer, when the Share Consideration is valued at
the volume-weighted average share price of Alma Media (EUR 2.93) in the
three-month-period ending 28 September 2015. 

The Offer Consideration corresponds to a premium of approximately 14.3 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015 based on the closing price of the Alma
Media share (EUR 2.55) on the same day. 

The shareholders of Talentum Ilmarinen Mutual Pension Insurance Company and
Accendo Capital SICAV SIF who together present 20.98 percent of all shares and
voting rights in Talentum before the Exchange Offer have undertaken to accept
the Exchange Offer subject to certain conditions. 

The Board of Directors of Talentum has unanimously decided to recommend the
shareholders and holders of option rights to accept the Exchange Offer. The
Board of Directors will issue its complete statement on the Exchange Offer as a
separate stock exchange release to this stock exchange release today. The Board
of Directors of Talentum has received a fairness opinion from Talentum's
financial advisor HLP Corporate Finance Ltd to the effect that the
consideration to be offered to the shareholder and holders of option rights is,
from financial point of view, believed to be fair to such holders. 

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. 

The offer period of the Exchange Offer is expected to begin on or about 15
October 2015 and is initially expected to end on 12 November 2015 unless the
offer period is extended (hereinafter the "Offer Period"). The combined
exchange offer document and listing prospectus, including the unaudited pro
forma financial information illustrating the financial effects of the
Combination,  is expected to be published by Alma Media on or about 14 October
2015. 

The Exchange Offer is subject to, inter alia, (i) Alma Media obtaining over
ninety (90) per cent of the issued and outstanding shares and votes in Talentum
through the Exchange Offer, (ii) the receipt of all official approvals for
completing the Exchange Offer and the combination, including approvals from the
competition authorities, in such manner that all terms possibly set forth
therein are reasonably acceptable from Alma Media's viewpoint, and (iii) no
material adverse change having occurred in Talentum or its operational
environment. If Alma Media acquires ownership of more than ninety (90) per cent
of all shares and votes produced by shares in Talentum, the intention is toredeem any possible minority holdings and to request the Helsinki Stock
Exchange for permission to delist the Talentum's shares from the stock exchange
list. 

On the date of this stock exchange release, Talentum's share capital amounts to
EUR 18,593,518.79 and the number of shares issued to 44,295,787. When
publishing the Exchange Offer on 29 September 2015, Alma Media and its
subsidiaries held 14,236,295 shares of Talentum which corresponds to 32.14 per
cent of the shares and the votes granted by the shares of Talentum. 

THE PROPOSED COMBINATION

The proposed combination is expected to create significant value to the
shareholders of both Talentum and Alma Media based on, inter alia, the
advantages of having a larger business entity on the digitalising media market,
on the concrete cost synergies, and on utilising the subscriber potential of
the Combined company. 

  -- The Combined company is significantly larger than the current Talentum and
     Alma Media (the combined 2014 revenue[1] is approximately EUR 367 million),
     which, as an even more stable business entity, benefits the shareholders
     and personnel of the Combined company. The Combined company's balance sheet
     position remains strong (as at 30 June 2015, the combined equity ratio[2]
     is approximately 39 per cent), which gives the company the possibility to
     continue the investments required by the digitalisation of the media market
     and to engage in an active dividend payment policy.
  -- The goal of the Combined company is to be a multichannel media company that
     produces high­-quality journalism, professional literature and professional
     events and other services to its target groups. The strategy of the
     Combined company is to grow the share of digital consumer and business
     services in its revenue and to introduce new digital services into the
     market, including services from other fields in addition to publishing.
  -- The goal of the Combined company is to be an employer that is motivating
     and attractive to its employees and that invests particularly in the
     development of the personnel's digital know-how.
  -- The intention of the Combined company is to combine Talentum's business
     operations and Alma Media's Financial Media and Business Services into a
     new business unit called Professional Media and Business Services (working
     title). The new business unit will clearly be one of the Combined company's
     largest business operations (Talentum's and Alma Media's Financial Media
     and Business Services unit's combined revenue for 2014 is approximately EUR
     124 million), as a result of which the group's operational emphasis will be
     more strongly on professional media and business services also including
     books and events currently not offered by Alma Media.
  -- Based on Alma Media's preliminary estimate, the annual cost synergies
     expected from the combination may amount to EUR 4-5 million. The
     combination also offers the possibility to achieve material income
     synergies in the long term. The realised level of full synergies is also
     partly dependent on factors beyond the Combined company's control, such as
     the economic development of the central market areas. According to Alma
     Media's preliminary estimate, the integration costs resulting from the
     combination will be approximately EUR 1-2 million in the first year of
     operation following the combination.
  -- Based on Alma Media's assumption, the combination is also likely to improve
     the liquidity of the Combined company's share in comparison to the current
     low liquidity of the Alma Media and Talentum shares. Based on Alma Media's
     view, the low liquidity has an adverse effect from the viewpoint of the
     shareholders as it, inter alia, hinders efficient trading with the share,
     decreases the interest towards the share, and decreases the significance of
     daily trading in determining the value of the share.

[1] The combined figures have been calculated by adding up Alma Media's and
Talentum's revenues in which the companies' mix of sales have been taken into
account as if the Combination would have taken place already on 1 January 2014. 

[2] In calculating the combined equity ratio, the balance sheets of Alma Media
and Talentum as at 30 June 2015, which have been adjusted with the Exchange
Offer's estimated effect on the Company's equity and indebtedness as if the
Combination would have taken place on 30 June 2015,  have been added up.  The
increase of the payable cash consideration has been taken into account in the
Combined Company's combined current financial liabilities, and with regard to
the combined equity, the increase brought by the share consideration's
preliminary fair market value based on the Alma Media share price as at 25
September 2015 and the decrease brought by the elimination of Talentum's equity
and the estimated transaction costs have been taken into account. 



COMMENTS OF THE COMPANIES' MANAGEMENT

Talentum's Deputy Chairman of the Board of Directors Henri Österlund:"Talentum has developed as a strongly independent company due to its brands and
target groups. Our mission is to help professionals succeed. Target groups of
Talentum's medias, events and trainings are the most educated and skilled
professionals. Circulations of our printed medias have held on in tough markets
excellently and we have been able to improve profitability. 

Our view is that the segmentation of media market will continue whereupon
Talentum's target group of educated professionals will be even more valuable
clientele in future. Relevance of digital media will also be even more
emphasized than before. Therefore we take a positive view to the combination
since the Combined company is able to provide better professional media by
combining Talentum's optimal target group and Alma Media's success in the
digital services as for example in recruiting business. 

Receiving Alma Media's shares as a part of the Offer Consideration is,
according to our view, positive for Talentum's shareholders because of the
solid future views. I wish that the Combined company will concentrate on even
more closely than before to the professional media with the help of Talentum's
brands and know-how. By means of the Share Consideration, Talentum's
shareholders will get involved to the company that has, according to my view,
from the Finnish media corporates the best materials to develop even more
profitable business for the best target groups."

Alma Media's Chairman of the Board of Directors Harri Suutari:

“Alma Media has taken on the difficulties faced by the traditional publishing
with determined transformation: over one third of the company's revenue and two
thirds of the company's EBITDA come from the digital business. The agreed
Combination with Talentum enforces Alma Media's ability to invest in the
digital future and increases ownership value."

Talentum's CEO Aarne Aktan:"Talentum has improved its profitability in recent years especially by
increasing circulation profits, by cutting costs and by successful business
transactions. In addition, our strategy has leaned on increasing of digital
sales. If realized, the combination of Talentum and Alma Media provides to the
new company possibilities to develop new digital consumer and corporate
services. I believe that our customers will benefit from the Combination."

Alma Media's CEO Kai Telanne:

“Talentum's strong brands and know-how will significantly increase the supply
of Alma Media's professional media and business services. The combining entity
will create a solid foundation for new investments especially into the digital
media and service business. The Combination of Alma Media and Talentum will
quickly result in cost advantages and in the long term the growth of the
business entity will render it possible to produce better products and services
for our clients and better work opportunities for our personnel.” 

THE PURPOSE OF THE PROPOSED COMBINATION

In the recent years, the media industry has undergone changes due to the change
in technological development and consumer behaviour and the increased
international competition resulting therefrom. The digital media has become an
even more important channel in addition to the traditional print media. The
fact that media users have become customers of the digital media has partly
accelerated the technological development of the media industry while
technological development in the form of new products and services has shaped
media use. Finnish media companies are experiencing increasing competition
especially in the advertising market, mainly from American companies. 

Alma Media believes that the Combined company has a good possibility to develop
the company's digital services on the basis of Alma Media's digital knowledge
and, at the same time, to develop Talentum's offer of services in particular.
The Combined company will have the benefits of scale with regard to digital
development as it may promote the development of the products and services of
both Alma Media and Talentum through investments into product and service
development, and it will have better, combined human resources for conducting
such development. Alma Media believes that through the combination, new and
even better services and products can be offered to the readers, subscribers,
advertisers, and other business customers. 

Furthermore, Alma Media believes that the Combined company can utilise its
strong brands and introduce new services and products into the market with the
help of the brands. Alma Media and Talentum have a long experience especially
as a provider of professional and decision-making media, which renders it
possible to market the Combined company's products more efficiently among the
existing customers of the Combined company and to new customer groups as well. 

The goal of Alma Media is to make the Combined company an employer that is
motivating and attractive to employees and that invests particularly in the
development of the personnel's digital know-how. 

THE COMBINED COMPANY

Overview

The basis of the Combined Company is the combining of Talentum's operations
with Alma Media's Financial Media and Business Services unit. The new combined
Professional Media and Business Services (working title) unit will clearly be
one of the Combined company's largest business operations. The support
functions, including finance, personnel, ICT, and the administrative functions
of a listed company, will be combined at the group level. In other respects,
the other business units of Alma Media will continue their operation after the
combination. 

The preliminary combined revenue of the Combined company in 2014 would have
been approximately EUR 367 million, the combined operating profit[3] would have
been approximately EUR 22 million, and the combined EBITDA[4] approximately EUR
40 million. In the six-month period ending 30 June 2015, Alma Media had an
average of 1,766 full-time employees and Talentum had an average of 727
full-time employees. The Combined Company will have offices in Finland, Sweden,
Denmark, Estonia, Latvia, and Central Europe, including the Czech Republic and
Slovakia. 

[3] The preliminary combined operating profit of the Combined Company in 2014
has been calculated by adding up Alma Media and Talentum's operating profits
and by taking into account the effect of the preliminary estimated purchase
price allocations (PPA) on the combined operating profit as if the Combination
had already taken place on 1 January 2014. 

[4] The combined EBITDA has been calculated by adding the combined depreciation
expenses to the combined operating profit. 

Strategy

The strategy of the Combined company is to be a multichannel media company that
produces high-quality journalism and supporting services to its target groups.­
The strategy of the Combined company is to grow the share of digital consumer
and business services in its revenue and to introduce new digital services into
the market, including services from other fields in addition to publishing. 

The Professional Media and Business Services (working title) unit created as a
result of the combination will operate in the field of financial and
professional media and different information and business services in Finland
and in the other Nordic Countries. The strategy of the business unit is to: 

  -- utilise the unit's strong brand portfolio (including Kauppalehti,
     Talouselämä, Arvopaperi, and Tekniikka ja Talous in Finland and
     Affärsvärlden, Ny Teknik, and Objektvision.se in Sweden) in the development
     of its media business and in expanding its operation particularly into new
     digital pay services;­­
  -- to produce high-quality journalism with the help of a high-level and
     versatile editorial personnel.
  -- to maintain and develop long-standing and strong customer relationships
     with high-quality target groups among the professionals and business
     leaders of different fields;
  -- to cross-sell products and services efficiently by utilising the business
     unit's existing broad customer bases and its own marketing and sales
     channels;­ and
  -- to strengthen the unit's competitiveness in the advertising market by
     combining the business unit's high-quality target groups with the digital
     network and know-how of the Alma Group.

Alma Media believes that the new business unit has the possibility to grow its
business operations, both organically and through possible acquisitions, with
the help of different services that support and utilise the media business,
such as digital information services.­­­ The combination will expand the
variety of the services offered to the customers of the business unit, and it
will render it possible to package services according to the needs of the
customers in a whole new way. 

Synergies

Based on Alma Media's preliminary estimate, the annual cost synergies expected
from the combination may amount up to EUR 4-5 million. The combination also
offers the possibility to achieve material income synergies in the long term.
According to Alma Media's preliminary estimate, the integration costs resulting
from the combination will be approximately EUR 1-2 million in the first year of
operation following the combination. 

Alma Media expects to achieve cost synergies through a more efficient sale of
products and advertising, the combination of the development work required by
digitalisation, and a centralised administration. Full cost synergies are
expected to be achieved in approximately two years from the completion of the
combination. The realised level of full synergies is also partly dependent on
factors beyond the Combined company's control, such as the economic development
of the central market areas and the investments required by digitalisation. In
a poor economic situation, synergies are assumed to be based on cutting
overlapping functions, for example by combining the administrative obligations
of a listed company and the investments required by digitalisation. 

Alma Media seeks to achieve a part of the synergies of the combination through,
inter alia, personnel arrangements to be implemented over time. In the
six-month period ending 30 June 2015, Alma Media had an average of 1,766
full-time employees and Talentum had an average of 727 full-time employees. The
intention of the Combined company is to investigate the possible changes in
personnel relating to the cost synergies immediately after the combination and,
if necessary, to consult and negotiate the company's plans with the concerned
employees or their representatives in accordance with the Finnish Act on
Co-operation within Undertakings. 

The Combined company will have the possibility to sell products and services
from the product portfolio of both the previous Alma Media and Talentum, which
will promote new customer acquisition and the growth of the subscription
volumes of the Combined company's products and services. In addition, the
Combined company will avoid the making of overlapping investments especially in
its media business operations, which require continuous investments into both
digital publishing and related operations, such as the management of
subscriptions and advertising. In addition, with regard to the sale of
advertising, the Combined company may produce more attractive advertising
solutions for example by combining the target groups of both companies into
completely new products with the help of digital allocation possibilities and
by offering a comprehensive entity of services from one point, especially for
the purpose of "B2B" advertising. After the combination, the Combined company
will have many well-known brands that complement one another, such as
Kauppalehti, Talouselämä, Arvopaperi, and Tekniikka ja Talous. 

After the combination, the Combined company will have a more broad-based and
versatile editorial personnel at its service, and the know-how of the personnel
may be utilised in the content production of several different media. With
regard to the other business services, both organic growth and growth through
acquisitions are expected to be possible, and well-known brands are a key
element in the growth. 

The effects of the transaction on the 2015 prediction of Alma Media

The completion of the Exchange Offer is not expected to have effects on the
predictions for 2015 published by Alma Media. The Company still estimates that
its 2015 revenue will decrease and its operating profit excluding non-recurring
items will either remain at the same level as in 2014 or decrease from the 2014
level. Talentum outlook will be presented below in this release. 



KEY INFORMATION ON THE EXCHANGE OFFER

The offeror and the Talentum Shares held by it

Alma Media Corporation is offering to acquire all shares and securities
entitling to shares in Talentum that are not owned by Talentum or its
subsidiaries. 

Talentum has a total of 44,295,787 shares and 43,925,514 outstanding shares.
Alma Media and its subsidiaries own a total of 14,236,295 Talentum Shares. Alma
Media's ownership share in Talentum corresponds to 32.14 per cent of the shares
and votes produced by the shares. Alma Media has not acquired any Talentum
Shares in the 12 months preceding the Exchange Offer. 

The completion of the Exchange Offer

The Exchange Offer is partly financed with the share issue of the New Shares
offered as the Share Consideration. No terms have been set for the financing of
the Share Consideration as Alma Media's Board of Directors is authorised to
resolve on the required share issue. 

Alma Media has informed Talentum that Alma Media has the necessary funds and
financing arrangements for the payment of the Cash Consideration and the Option
Consideration of the Exchange Offer. 

The combination requires the approval of the Finnish competition authorities,
and Alma Media is planning to file an application for the approval of the
arrangement as soon as possible after the announcement, and the filing is
expected to take place on or about 30 September 2015. Alma Media has set the
original Offer Period so that it may obtain approval from the competition
authorities within the Offer Period. However, there is no certainty that the
approval will be obtained within said period or at all. The completion of the
Offer is subject to, inter alia, the aforementioned approval (see Terms and
Conditions of the Offer in the Appendix below). 

Complying with the recommendation set forth in Section 28 of Chapter 11 of the
Finnish Securities Markets Act 

Alma Media has undertaken to comply with the Helsinki Takeover Code issued by
the Finnish Securities Market Association (hereinafter the "Takeover Code"), to
which reference is made in Section 28 of Chapter 11 of the Finnish Securities
Markets Act. In its statement, Talentum's Board of Directors has stated that it
complies with the Takeover Code. 

Combination Agreement

Alma Media and Talentum have entered into a Combination Agreement on 28
September 2015 pursuant to which Alma Media today announces the Exchange Offer.
The key terms of the Combination Agreement include the following: 

  -- The Combination Agreement contains the key terms in accordance with which
     Alma Media makes the Exchange Offer to Talentum's shareholders and option
     rights holders.
  -- According to the Combination Agreement, Talentum's Board of Directors
     undertakes to issue Talentum's shareholders and Option Rights holders a
     recommendation to accept the Exchange Offer. However, Talentum's Board of
     Directors may resolve not to issue its recommendation or modify, withdraw,
     or change its recommendation under certain circumstances in order to fulfil
     its duties of care and loyalty. In such case, Alma Media will be entitled
     to withdraw the Exchange Offer pursuant to the terms of the Combination
     Agreement.
  -- Talentum has undertaken not to solicit any competing offers, proposals for
     an offer, or other transactions competing with the Exchange Offer. In
     addition, Talentum has undertaken (i) not to promote or support the
     advancement of such competing proposals or transactions that are not (or
     that cannot reasonably be assumed to be), when taken as a whole, more
     favourable to the shareholders of the Company unless the measures are
     necessary for the fulfilment of the duties of care and loyalty of
     Talentum's Board of Directors, and (ii) not to engage in any measures aimed
     at impeding or delaying the completion of the Exchange Offer. Talentum has
     also undertaken to inform Alma Media of any such competing proposals that
     may be taken seriously and to offer Alma Media an opportunity to negotiate
     with Talentum's Board of Directors of any matters arising out of such
     competing proposals.
  -- The Combination Agreement also includes certain conventional
     representations and warranties with regard to both Alma Media and Talentum,
     such as that both parties shall continue their business in the ordinary
     manner prior to the completion of the Exchange Offer.
  -- The Combination Agreement also sets forth the amount of the consideration
     to be offered, the Terms and Conditions of the Exchange Offer, including
     the Conditions to Completion of the Exchange Offer, which are appended to
     this release.
  -- If Alma Media acquires more than ninety (90) per cent of the issued and
     outstanding shares and votes in Talentum, Alma Media has undertaken to
     initiate compulsory redemption proceedings of the remaining Talentum Shares
     and to cause the Talentum Shares to be delisted from the Helsinki Stock
     Exchange.
  -- Both Alma Media and Talentum may terminate the Combination Agreement upon,
     inter alia, a material breach of any warranties or other undertakings of
     the agreement by either party or if the Exchange Offer has not been
     completed by 29 February 2016.



Arrangements relating to the Exchange Offer

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, have undertaken to accept the Exchange Offer subject to
certain conditions. Ilmarinen Mutual Pension Insurance Company may terminate
the undertaking if Alma Media does not obtain, directly or indirectly, more
than ninety (90) per cent of the Talentum Shares in the Exchange Offer, if
Talentum's Board of Directors was to withdraw its recommendation, or if the
Exchange Offer has not been completed by 29 February 2016. 

Alma Media has no undertakings with regard to any compensation or other fees
payable to the management and/or Board of Directors of Talentum as a result of
completing the Exchange Offer. 

Alma Media reserves the right to buy (and/or sell under the circumstances
permitted in Section 8(2) 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. 

Future plans concerning the Talentum shares

Alma Media intends to acquire all Talentum Shares and securities entitling to
said shares which are not owned by Talentum or its subsidiaries. The Exchange
Offer is not accepted with regard to the Talentum Shares owned by Alma Media's
subsidiaries, but said shares will be taken into account when determining the
achievement of the ninety (90) per cent limit of all Talentum Shares as set
forth in the Conditions to Completion of the Exchange Offer. If the Exchange
Offer is completed, Alma Media will take the necessary measures to acquire the
remaining Talentum Shares in redemption proceedings pursuant to the Finnish
Limited Liability Companies Act. 

After this, the goal of Alma Media is for Talentum to file for the delisting of
its shares from the stock exchange list of the Helsinki Stock Exchange at the
earliest possible time permitted by the applicable laws, decrees, and rules of
the stock exchange. 

Effects on the management and employees of Alma Media and Talentum

The operations of Alma Media and Talentum partially overlap, and after the
completion of the Exchange Offer the overlapping functions will be combined,
which may lead to changes in the management and administration of Alma Media
and Talentum. Alma Media's Board of Directors will continue as the Combined
Company's Board of Directors, and Mr Kai Telanne will continue as the President
and CEO. 

Alma Media seeks to achieve a part of the synergies of the combination through,
inter alia, personnel arrangements to be implemented over time. The intention
of the Combined company is to investigate the possible changes in personnel
relating to the cost synergies immediately after the combination and, if
necessary, to consult and negotiate the Combined company's plans with the
concerned employees or their representatives in accordance with the Finnish Act
on Co-operation within Undertakings. 

Information on the pricing basis of the Exchange Offer

In the Exchange Offer, Alma Media is offering up to 7,422,305 New Shares and a
maximum of EUR 20.8 million as consideration for the Talentum Shares. The New
Shares offered as consideration are estimated to correspond to 8.95 per cent of
Alma Media's shares and votes produced by shares after the Share Exchange
(assuming full acceptance of the Exchange Offer). 

The Offer Consideration consists of the Share Consideration, which comprises
0.25 New Shares for each Talentum share, and of the Cash Consideration, which
comprises EUR 0.70 for each Talentum share. 

The Offer Consideration corresponds to a premium of approximately 24.4 per cent
in comparison to Talentum's volume-weighted average share price (EUR 1.15) on
the Helsinki Stock Exchange in the three-month-period prior to the announcement
of the Exchange Offer ending 28 September 2015, when the Share Consideration is
valued at the volume-weighted average share price of Alma Media (EUR 2.93) in
the same period. 

The Offer Consideration corresponds to a premium of approximately 22.5 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015, i.e. on the final trading day prior to the
announcement of the Exchange Offer, when the Share Consideration is valued at
the volume-weighted average share price of Alma Media (EUR 2.93) in the
three-month-period ending 28 September 2015. 

The Offer Consideration corresponds to a premium of approximately 14.3 per cent
in comparison to the Talentum share's closing price (EUR 1.17) on the Helsinki
Stock Exchange on 28 September 2015 based on the closing price of the Alma
Media share (EUR 2.55) on the same day. 

Alma Media offers EUR 0.11 as option consideration for each Talentum
2013A-series option right and EUR 0.06 as option consideration for each
Talentum 2013B-series option right. 

The total value of the Exchange Offer is approximately EUR 42.7 million based
on Alma Media's volume-weighted average share price in the three-month period
ending 28 September 2015 and approximately EUR 39.8 million based on the Alma
Media share's closing price on 28 September 2015, to which the total amount of
the Cash Consideration and Option Consideration is added. 

Estimate on the duration of the bid process and influencing factors

The Offer Period is expected to commence on or about 15 October 2015 and is
initially expected to end on 12 November 2015 unless the Offer Period is
extended or the extended period is discontinued. The exchange offer document is
expected to be published on or about 14 October 2015. 

TALENTUM'S OUTLOOK UNCHANGED FOR 2015, NEW FOR 2016

Talentum has decided to present a preliminary outlook for 2016 in connection
with this Exchange Offer. The outlook for 2015 remains unchanged. Talentum's
new outlook is: 

Talentum estimates that its net sales for 2015 will remain approximately at the
same level as in 2014.  Operating income without non-recurring items will be
higher than in 2014. Operating income without non-recurring items was EUR 4.1
million in 2014. 

Concerning 2016, Talentum preliminary estimates that its net sales will remain
approximately on the same level as in 2015. Operating income without
non-recurring items in 2016 is preliminary estimated to be higher than in 2015. 

GENERAL STATEMENT

The forecasts and estimates related to Talentum prospects presented above in
this stock exchange release are based on the management's current view of
economic development, and the actual results may differ substantially from what
is now expected of the company. 

ADVISORS

HLP Corporate Finance Ltd acts as the financial advisor and Bird & Bird
Attorneys Ltd. as legal advisor to Talentum in connection with the Exchange
Offer. 

PRESS AND INVESTOR EVENTS

A Finnish language press conference on the combination of Alma Media and
Talentum will be held today, 29 September 2015, starting at 10:00 a.m. at GLO
Hotel Helsinki Kluuvi (2nd floor, the Video Wall Cabinet) at Kluuvikatu 4,
Helsinki. Mr Henri Österlund, the Deputy Chairman of the Board of Directors of
Talentum, and Mr Aarne Aktan, the Chief Executive Officer of Talentum, and Mr
Harri Suutari, Chairman of the Board of Directors of Alma Media, and Mr Kai
Telanne, The President and CEO of Alma Media, will be present at the press
conference. The press conference will be held in Finnish. 

In addition, Alma Media and Talentum will organise a joint telephone conference
for analysts and investors today at 2:30 p.m. EET (1:30 p.m. CET). If you wish
to participate in the telephone conference, please call +358(0)9 6937 9543
(code 7858474), or you can also follow the telephone conference at
www.almamedia.fi/ostotarjous. Participation from certain countries may be
restricted. 

APPENDICES:

Appendix 1: Conditions to Completion 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: CONDITIONS TO COMPLETION OF THE EXCHANGE OFFER

The obligation 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 Alma Media of each of the Closing Conditions: 

  1. the valid tender of Outstanding Shares representing together with any
     shares in Talentum 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 shares in Talentum 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 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 Offer contemplated hereunder;
  3. no Material Adverse Change (as defined below) in relation to Talentum
     having occurred after the Signing Date; and
  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 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 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 this
     Agreement has been terminated by Talentum due to Alma Media's material
     breach of this Agreement or any of its terms;
  9. The Recommendation of the Board of Directors of Talentum  regarding the
     Exchange Offer 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 this Agreement
     or any of its terms; and
 10. no competing offer (as defined in Chapter 11, Section 17 of the SMA) has
     been made for the Outstanding Shares of Talentum."Material Adverse Change" means (i) any divestment or material reorganization
of any material part of a Party or its 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 or any of their 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; or
  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  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, this Agreement and the transactions
     contemplated hereby or the identity of the Parties to this 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
the Confidentiality Agreement, the Exchange Offer and other transactions
contemplated by the Confidentiality Agreement and this Agreement. 

Alma Media shall and may only invoke any of the Closing Conditions so as to
cause the 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 Offer.