ATN Aterian Plc

RNS Number:8716L
TietoEnator Corporation
04 May 2005


Not for release, publication or distribution in, into or from Australia, Canada,
Japan or the United States

                                                                    4 May 2005

                           RECOMMENDED ALL CASH OFFER

                                       by
                           REGENT ASSOCIATES LIMITED

                                  on behalf of
                   TIETOENATOR FINANCIAL SOLUTIONS UK LIMITED

                                      for
                           ATTENTIV SYSTEMS GROUP PLC

                        INCREASED RECOMMENDED CASH OFFER

Increased recommended cash offer

TietoEnator Financial Solutions announces that it is increasing its all cash
offer of 71 pence per AttentiV Share to 85.5 pence in cash per AttentiV Share
(the "Increased Offer"). The AttentiV Board has confirmed to TietoEnator
Financial Solutions that it is recommending AttentiV shareholders to accept the
Increased Offer, in the absence of a higher offer being made. TietoEnator
Financial Solutions has received acceptances to its Offer and irrevocable
undertakings and letters of intent to accept the Increased Offer from AttentiV
Shareholders holding a total of 37,933,585 AttentiV Shares, representing
approximately 62.6 per cent. of AttentiV's existing issued share capital.

The Offer, as increased pursuant to this announcement, is being extended,
subject to the terms and conditions set out in the Offer Document, and will
remain open for acceptance until 3.00 p.m. (London time) on 26 May 2005 (the
"Extended Closing Date"). The Increased Offer document will be despatched to
AttentiV Shareholders as soon as practicable together with additional Forms of
Acceptance. The existing Forms of Acceptance remain valid for use in connection
with the Increased Offer.

TietoEnator Financial Solutions has agreed that, in the event that valid
acceptances of the Increased Offer have been received by not later than the
Extended Closing Date in respect of not less than 55 per cent. in nominal value
of the AttentiV Shares to which the Increased Offer relates and the Increased
Offer is not declared unconditional as to acceptances by 8.00 a.m. (London time)
on the following business day, the Increased Offer will be extended for not less
than the period expiring 7 days following the first closing date of the offer
announced by Microgen plc on 28 April 2005.

Irrevocable undertakings, letters of intent and acceptances

TietoEnator Financial Solutions announces that it has received irrevocable
undertakings to accept the Increased Offer from AttentiV Shareholders in respect
of 12,937,362 AttentiV Shares representing in aggregate approximately 21.4 per
cent. of AttentiV's existing issued share capital.

In addition, TietoEnator Financial Solutions has received letters of intention
to accept the Increased Offer from AttentiV Shareholders in respect of
10,029,195 AttentiV Shares representing in aggregate approximately 16.6 per
cent. of AttentiV's existing issued share capital.

Accordingly, TietoEnator Financial Solutions has received irrevocable
undertakings and letters of intent to accept the Increased Offer in respect of a
total of 22,966,557 AttentiV Shares representing in aggregate approximately 37.9
per cent. of AttentiV's existing issued share capital.

Aggregating the above irrevocable undertakings and letters of intent to accept
the Increased Offer with acceptances which TietoEnator Financial Solutions has
already received to its Offer (see below), TietoEnator Financial Solutions has
acquired or contracted to acquire, and has received indications of an intention
to accept the Increased Offer from AttentiV Shareholders holding, a total of
37,933,585 AttentiV Shares representing in aggregate approximately 62.6 per
cent. of AttentiV's existing issued share capital.

Irrevocable undertakings referred to above to accept the Increased Offer from
AttentiV Shareholders holding, in aggregate, approximately 6.0 per cent. of
AttentiV's existing issued share capital will cease to be binding only in the
event of an announcement of a third party offer representing at least a 10 per
cent. premium to the value of the Increased Offer.

The remaining irrevocable undertaking to accept the Increased Offer referred to
above in respect of approximately 15.4 per cent. of AttentiV's existing issued
share capital will cease to be binding only in the event of an announcement of a
third party offer representing at least a 5 per cent. premium to the value of
the Increased Offer.

Acceptance levels

TietoEnator Financial Solutions announces that, as at 3.00 p.m. (London time) on
3 May 2005, it had received valid acceptances of the Offer in respect of
14,967,028 AttentiV Shares representing approximately 24.7 per cent. of
AttentiV's existing issued share capital.

Inducement fee

AttentiV has agreed to pay TietoEnator Financial Solutions an increased
inducement fee representing, when aggregated with any inducement fee payable to
Microgen plc, no more than 1 per cent. of the Increased Offer Value in the event
that a competing offer is announced during the period before the Increased Offer
lapses or is withdrawn and subsequently any independent competing offer becomes
or is declared unconditional in all respects.

Financial impact on TietoEnator

The financial effect of the AttentiV acquisition at the Increased Offer price on
TietoEnator's earnings per share is expected to be positive in 2005. This
statement should not be taken to mean that TietoEnator's earnings per share for
2005 or subsequent periods will be greater than that of prior periods.

General

Prior to the announcement of the Offer on 5 April 2005, TietoEnator had received
irrevocable undertakings to accept the Offer from the directors of AttentiV in
respect of all holdings of AttentiV Shares registered in their names amounting
to, in aggregate, 36,363 AttentiV Shares, representing approximately 0.1 per
cent. of AttentiV's existing issued share capital. TietoEnator had also received
irrevocable undertakings to accept the Offer from other AttentiV Shareholders in
respect of 13,290,949 AttentiV Shares, representing approximately 21.9 per cent.
of AttentiV's existing issued share capital.

On 5 April 2005, TietoEnator announced that it had received an irrevocable
undertaking to accept the Offer from another AttentiV Shareholder in respect of
2,500,000 AttentiV Shares, representing approximately 4.1 per cent. of
AttentiV's existing issued share capital.

Acceptances received pursuant to irrevocable undertakings to accept the Offer in
respect of 13,554,684 AttentiV Shares representing approximately 22.4 per cent.
of AttentiV's existing issued ordinary share capital are included in the level
of acceptances of AttentiV Shares referred to above.

Save as disclosed in this announcement or in the Offer Document, neither
TietoEnator Financial Solutions, nor any person acting in concert with
TietoEnator Financial Solutions, held any AttentiV Shares (or rights over any
AttentiV Shares) prior to the Offer Period and neither TietoEnator Financial
Solutions nor any person acting in concert with TietoEnator Financial Solutions,
has acquired or agreed to acquire any AttentiV Shares (or rights over any
AttentiV Shares) since the commencement of the Offer Period.

Terms defined in the offer document dated 14 April 2005 have the same meanings
in this announcement, save where the context otherwise requires.

Enquiries

TietoEnator Financial Solutions UK Limited
Ake Plyhm                                                +46 8632 1410
Paivi Lindqvist                                          +358 9 862 63276

Regent Associates Limited
James Calvert                                            01753 800700
Robert Fergusson
Sarah McNicholas

This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Increased Offer or otherwise.

The availability of the Increased Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located or to which they are subject. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements. Any person (including
nominees, trustees and custodians) who would, or otherwise intends to, forward
this announcement, the Increased Offer Document and the Form of Acceptance or
any accompanying document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice before taking any
action.

The Increased Offer will not be made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, nor will it be made
in or into Australia, Canada, Japan or the United States and the Increased Offer
will not be capable of acceptance by any such use, means, instrumentality or
facility. Accordingly copies of this Announcement and any other documents
related to the Increased Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in or into Australia, Canada, Japan or
the United States and persons receiving such documents (including custodians,
nominees and trustees) must not distribute or send them in, into or from
Australia, Canada, Japan or the United States.

The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,
and will not be, registered under the Securities Act or under any relevant
securities laws of any state or other jurisdiction of the United States or the
relevant securities laws of Japan, nor have clearances been, nor will they be,
obtained from the securities commission or similar authority of any province or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor will one be, lodged with or registered by the Australian Securities and
Investments Commission nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under such act or
securities laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of or any facility of a
national securities exchange of Australia, Canada, Japan or the United States,
or any other jurisdiction in which an offer of Loan Notes would constitute (or
result in the Increased Offer constituting) a violation of relevant laws or
require registration thereof, or to or for the account or benefit of any
resident of Australia, Canada, or Japan or the United States.

Regent Associates Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to TietoEnator and TietoEnator Financial Solutions in connection with
the Increased Offer and no one else and will not be responsible to anyone other
than TietoEnator and TietoEnator Financial Solutions for providing the
protections afforded to clients of Regent Associates Limited. nor for providing
advice in relation to the Increased Offer.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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