Rejection of possible offer for Alterian (7242Q)
October 24 2011 - 9:15AM
UK Regulatory
TIDMALN TIDMSDL
RNS Number : 7242Q
Alterian PLC
24 October 2011
Not for release, publication or distribution, in whole or in
part, in or into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction.
24 October 2011
Alterian plc ("Alterian" or the "Company")
Rejection of possible offer for Alterian
The board of directors of Alterian (LSE:ALN) (the "Board") notes
today's earlier announcement by SDL plc ("SDL") and confirms that
the Company received a non-binding, conditional indicative proposal
from SDL on 21 October 2011 in relation to a possible offer for the
entire issued and to be issued ordinary shares ("Alterian Shares")
in the capital of the Company at a price of 80 pence (the
"Indicative Offer Price") per Alterian Share (the "Possible
Offer").
The Board believes that the Possible Offer at the Indicative
Offer Price significantly undervalues Alterian, based both on the
Company's current position and its future prospects, and has
rejected unequivocally the Possible Offer. Accordingly, the Board
recommends that Alterian shareholders take no action in relation to
their Alterian Shares.
Alterian is currently executing its business transformation plan
announced on 30 September 2011, which will be completed by 13
December 2011. This will see a new forward looking focus for the
business including a substantial cost savings plan, which is
already being implemented. As previously stated, the Company will
publish full details of the outcome of this review and its current
progress in its interim results announcement during the week
commencing 21 November 2011. The review is not investigating an
option to sell the business.
The Board advises shareholders to give the new management team
the necessary time to complete the business review, execute its
strategy and deliver greater shareholder value in the near and
medium term.
Due to his involvement with SDL, Alistair Gordon, one of the
non-executive directors of the Company, has not participated in the
Board's discussions or its recommendation relating to the Possible
Offer.
Rule 2.10
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), the Company confirms that it has 62,156,102
ordinary shares of 25 pence each in issue and admitted to trading
on the Main Market of the London Stock Exchange under the UK ISIN
code GB0009221044.
ENQUIRIES:
Alterian plc Tel: 0117 970 3200
Phil Cartmell, Chairman
Canacord Genuity Tel: 020 7050 6500
Simon Bridges
Cameron Duncan
College Hill Tel: 020 7457 2020
Adrian Duffield
Rozi Morris
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Alterian and no one
else in connection with the Possible Offer and will not be
responsible for anyone other than Alterian for providing the
protections afforded to clients of Canaccord Genuity or for
providing advice in relation to the Possible Offer, or any matter
referred to herein.
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 10(th) 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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