ALMA MEDIA CORPORATION LAUNCHES A VOLUNTARY RECOMMENDED

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

THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, CHINA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, NEW ZEALAND, UNITED STATES OR ANY OTHER COUNTRY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.

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 to redeem 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.

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:

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.;
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;
no Material Adverse Change (as defined below) in relation to Talentum having occurred after the Signing Date; and
no decision to distribute dividends or other funds to its shareholders has been taken by Talentum after the Launch Date;
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;
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;
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;
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;
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
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

any change or effect in political, financial, industry, economic or regulatory conditions generally; or
any change or effect resulting from any actions taken by Talentum or its subsidiaries at the express request or direction of Alma Media;
any change or effect resulting from or caused by natural disasters, outbreak of major hostilities or any act of war or terrorism, or;
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.