TIDMALN TIDMSDL
RNS Number : 8291R
Alterian PLC
10 November 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. This announcement does not constitute an announcement
of a firm intention to make an offer under Rule 2.7 of the City
Code on Takeovers and Mergers (the "Code").
10 November 2011
Alterian plc ("Alterian" or the "Company")
Revised Indicative Offer
Further to the announcement on 24 October 2011, Alterian (LSE:
ALN), a leader in customer engagement technology and solutions, is
publishing an update following the receipt of a revised,
non-binding indicative offer for the Company from SDL plc ("SDL")
at 110 pence per share.
On 7 November 2011, the board of Alterian (the "Board") received
a revised non-binding indicative offer from SDL to acquire the
entire issued and to be issued share capital of Alterian ("Alterian
Shares") by way of an all cash offer of 110 pence per Alterian
Share (the "Revised Proposal").
The Board considers the Revised Proposal to be at a level which
it is now prepared to engage with SDL with a view to recommending
the Revised Proposal assuming SDL announces a firm intention to
make an all cash offer for Alterian at 110 pence per Alterian Share
in accordance with Rule 2.7 of the Code.
The discussions with SDL are at an early stage and the making of
any offer is subject to the satisfaction (or waiver by SDL) of
certain pre-conditions including, inter alia, the completion of due
diligence by SDL, final approval from SDL's board of directors and
the recommendation of the Board. As such, the Board would like to
emphasise that there can be no certainty that an offer for Alterian
will be forthcoming and that this announcement in no way
constitutes the making of a firm intention to make an offer under
Rule 2.7 of the Code.
SDL has given its consent to the inclusion of the terms of the
Revised Proposal in this announcement but reserves its rights to
vary the form and/or mix of the consideration, the transaction
structure and the terms of any offer (including, without
limitation, with the recommendation or consent of the Alterian
Board making any such offer at a lower value).
Due to his involvement with SDL, Alastair Gordon, a
non-executive director of the Company, has not participated in the
Board's discussions or its decision relating to the Revised
Proposal. In light of this, the Board is considering the
appointment of an additional independent non-executive director to
the Board in the near future.
As announced by SDL on 24 October 2011, in accordance with Rule
2.6(a) of the Code, SDL is required by not later than 5.00 p.m. on
21 November 2011, either to announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or to
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. In the event that an extension to this 21
November deadline is required, the Board would be willing to seek
the Panel's consent to this deadline being extended in accordance
with Rule 2.6(c) of the Code.
A further announcement will be made in due course. In the
meantime, as previously stated, the Board intends to announce the
Company's interim results for the six months ended 30 September
2011 on 16 November 2011.
ENQUIRIES:
Alterian plc Tel: 0117 970 3200
Phil Cartmell, Chairman
Heath Davies, Chief Executive
Officer
Guy Millward, Finance Director
Canacord Genuity Tel: 020 7050 6500
Simon Bridges / Rory O'Sullivan
Cameron Duncan
College Hill Tel: 020 7457 2020
Adrian Duffield
Rozi Morris
Kay Larsen
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 for the Company 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 for the Company,
or any matter referred to herein.
The directors of Alterian accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Alterian (who have taken
all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
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.
Publication on website
A copy of this announcement is available free of charge at
Alterian's website at www.alterian.com.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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