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 maximize 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 realize 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.

Contact Information

FTI Consulting
Edward Bridges / James Melville-Ross Tel: 020 7831 3113