TIDMSDL TIDMALN
RNS Number : 6878Q
SDL PLC
24 October 2011
24 October 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE.
SDL plc ("SDL")
Possible offer for Alterian plc ("Alterian")
The Board of SDL announces that on 21 October 2011 it sent a
letter to the Board of Alterian outlining interest in exploring a
non-binding indicative offer for the acquisition of the entire
issued and to be issued share capital of Alterian by way of an all
cash offer of 80 pence per share (the "Proposal").
This represents a premium of 40.4% over the closing share price
of 57 pence per share on 20 October 2011, the day before the
receipt of the Proposal.
The Board of Alterian rejected the Proposal on 21 October
2011.
The Board of SDL believes that there is strong strategic fit
between SDL and Alterian and believes Alterian would be well placed
to serve and expand its customer base through being part of the SDL
group. The Board of SDL believes that the international
capabilities, existing customer relationships, track record of
acquiring and growing software businesses, together with the
breadth and scale of SDL's business, provide a strong platform to
maximise the potential of Alterian's business.
SDL believes that the Proposal, a premium of 40.4% over the
closing share price on 20 October 2011, would represent a
compelling opportunity for Alterian shareholders to realise a
significant premium to the current market value of Alterian.
SDL will seek to establish if there is sufficient value and
opportunity to proceed to a formal offer. In accordance with Rule
2.6(a) of the Code, SDL is now required, by not later than 5.00
p.m. on 21 November 2011, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline can be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
SDL would like to emphasise that there can be no certainty that
an offer for Alterian will be forthcoming. A further announcement
will be made in due course if appropriate.
This is an announcement falling under Rule 2.4 of the Code and
does not constitute an announcement of a firm intention to make an
offer under Rule 2.7 of the Code.
Pursuant to Rule 2.5(a) of the Code, SDL reserves the right to
vary the form and/or mix of the consideration and, with the
recommendation or consent of the Board of Alterian, to make an
offer for Alterian at a lower value.
SDL reserves the right to structure any proposal ultimately made
in any form whether by scheme of arrangement, takeover offer or
otherwise.
FTI Consulting
Edward Bridges / James Melville-Ross Tel: 020 7831 3113
Further Information
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of the possible offer
to shareholders of Alterian who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Alterian who are not resident in the United Kingdom will need to
inform themselves about, and observe, any applicable
requirements.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English
law and the Takeover Code and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
This announcement will be available on the company's' website
(www.sdl.com) by no later than 5 p.m. (London time) on 24 October
2011.
This announcement does not constitute an announcement of a firm
intention to make an offer under Rule 2.7 of the Takeover Code and,
accordingly, shareholders are advised that there can be no
certainty that any offer to acquire Alterian shares will be
made.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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