SDL.L Regulatory News (SDL)

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24 October 2011

Alterian plc("Alterian" or the "Company")

Rejection of possible offer for Alterian

The board of directors of Alterian (LSE:ALN) (the "Board") notes today's earlier announcement by SDL plc ("SDL") and confirms that the Company received a non-binding, conditional indicative proposal from SDL on 21 October 2011 in relation to a possible offer for the entire issued and to be issued ordinary shares ("Alterian Shares") in the capital of the Company at a price of 80 pence (the "Indicative Offer Price") per Alterian Share (the "Possible Offer").

The Board believes that the Possible Offer at the Indicative Offer Price significantly undervalues Alterian, based both on the Company's current position and its future prospects, and has rejected unequivocally the Possible Offer. Accordingly, the Board recommends that Alterian shareholders take no action in relation to their Alterian Shares.

Alterian is currently executing its business transformation plan announced on 30 September 2011, which will be completed by 13 December 2011. This will see a new forward looking focus for the business including a substantial cost savings plan, which is already being implemented. As previously stated, the Company will publish full details of the outcome of this review and its current progress in its interim results announcement during the week commencing 21 November 2011. The review is not investigating an option to sell the business.

The Board advises shareholders to give the new management team the necessary time to complete the business review, execute its strategy and deliver greater shareholder value in the near and medium term.

Due to his involvement with SDL, Alistair Gordon, one of the non-executive directors of the Company, has not participated in the Board's discussions or its recommendation relating to the Possible Offer.

Rule 2.10

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that it has 62,156,102 ordinary shares of 25 pence each in issue and admitted to trading on the Main Market of the London Stock Exchange under the UK ISIN code GB0009221044.

ENQUIRIES:

College Hill Tel: 020 7457 2020 

Adrian Duffield

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 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. 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.