Update on Timing of possible offer (4762S)

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RNS Number : 4762S

Alterian PLC

21 November 2011

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made. Unless otherwise stated, all defined terms shall be as per the Company's announcement of 10 November 2011.

21 November 2011

ALTERIAN plc

Update on timing of possible offer

Alterian plc, (LSE: ALN, "Alterian" or the "Company"), a leader in customer engagement technology and solutions, announces that The Panel on Takeovers and Mergers (the "Panel") has agreed to extend the deadline to no later than 5.00 p.m. on 5 December 2011 by which SDL must, in accordance with Rule 2.6(a) of the Code, 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.

On 10 November, Alterian announced that it had received a revised non-binding indicative offer from SDL plc ("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"). Since then, Alterian and SDL have progressed discussions and SDL has now completed its initial phase of due diligence.

Following confirmation from SDL that it wishes to proceed towards agreeing the terms of a recommended cash offer for Alterian at 110p per Alterian Share, and in order to allow for the finalisation of SDL's due diligence investigations over the next two weeks, the Company has sought, and been granted, in accordance with Rule 2.6(c) of the Code, an extension to the offer period from The Panel.

The Alterian board of directors (the "Board") would like to emphasise that there can be no certainty that an offer will be made. 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 Alterian Board. 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).

Enquiries:

 
 Alterian plc                      Tel: 0117 970 3200 
 Phil Cartmell, Chairman 
 Heath Davies, Chief Executive 
  Officer 
 Guy Millward, Finance Director 
 
 Canaccord Genuity                 Tel: 020 7050 6500 
 Simon Bridges / Rory O'Sullivan 
 Cameron Duncan 
 
 College Hill                      Tel: 020 7457 2020 
 Adrian Duffield/Kay Larsen/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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