SDL plc ("SDL" or "the Company"), a leading provider of globalization solutions, today announces that it has entered into a merger agreement with ALPNET, Inc ("ALPNET") pursuant to which it will make a cash tender offer ("Tender Offer") to acquire at least a majority of the common shares of Alpnet ("the Acquisition"), subject to shareholder approval, and to raise approximately £7.2 million by way of a Placing and Open Offer.

 
Information on ALPNET

ALPNET is a United States multinational corporation and provides services in the multilingual information management sector to businesses engaged in international trade. As at 30 June 2001 ALPNET had net assets of US$9.17 million. In the year to 31 December 2000 ALPNET had sales of US$50.4 million with a loss before taxes of US$10.5 million.

Benefits of the Acquisition include:

• Ability to offer a more comprehensive and wider range of globalization solutions to existing and new customers with extensive geographical coverage and increased resources
• Increase distribution network to enable SDL to roll out SDLWebFlow™ and its other localisation services more quickly through ALPNET's client base
• Integration of complementary technologies will provide development cost savings, increase operating margins and economies of scale

Further details of the Acquisition

If the Tender Offer is successful, the Company will pay approximately US$7 million in cash for ALPNET. In view of its size, the Acquisition is conditional upon, inter alia, the necessary approval being given by the Company's shareholders at an Extraordinary General Meeting ("EGM").

In order to satisfy the cash consideration for the Acquisition and to provide working capital for the enlarged group, the Company proposes to raise approximately £7.2 million (£6.1 million net of expenses) by the means of a Placing and Open Offer of 11,276,620 new ordinary shares of 1p each in the Company ("New Ordinary Shares"). The Placing and Open Offer has been fully underwritten by Collins Stewart, pursuant to a placing agreement ("Placing Agreement").

Placing and Open Offer

The Company proposes to raise approximately £6.1 million, net of expenses, via a Placing and Open Offer.

Collins Stewart has agreed on behalf of the Company to invite applications from Qualifying Shareholders to subscribe for the New Ordinary Shares at the Issue Price of 64p per share. Qualifying shareholders are being offered the opportunity to participate on the following basis:

4 New Ordinary Shares for every 15 Existing Ordinary Shares

held by them at the close of business on 7 December 2001 ("the Record Date") and so on in proportion for any other greater or lesser number of ordinary shares then held, rounded down to the nearest whole number of New Ordinary Shares.

Applications to subscribe for New Ordinary Shares may only be made on the Application Form which is personal to the shareholder named therein and may not be assigned or transferred other than to satisfy bona fide market claims pursuant to the rules of the London Stock Exchange.

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive in full all dividends declared, made or paid on or after today's date.

The Placing and Open Offer are conditional, inter alia, on SDL accepting for purchase at least a majority of the common shares of ALPNET in the Tender Offer, the Placing Agreement becoming unconditional and not being terminated in accordance with its terms, the approval of the Company's shareholders at the EGM and Admission becoming effective not later than 8.00 am on 16 January 2002 or such later date as the Company and Collins Stewart may agree (being not later than 8.00 am on 31 January 2002).


EXPECTED TIMETABLE OF PRINCIPAL EVENTS