SDL.L Regulatory News (SDL)

24 October 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.

SDL plc ("SDL")

Possible offer for Alterian plc ("Alterian")

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 maximise 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 realise 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.

Further Information

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the possible offer to shareholders of Alterian who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Alterian who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

This announcement will be available on the company's' website (www.sdl.com) by no later than 5 p.m. (London time) on 24 October 2011.

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code and, accordingly, shareholders are advised that there can be no certainty that any offer to acquire Alterian shares will be made.

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 10th 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.