SDL.L Regulatory News (SDL)

Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").

10 November 2011

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

Revised Indicative Offer

Further to the announcement on 24 October 2011, Alterian (LSE: ALN), a leader in customer engagement technology and solutions, is publishing an update following the receipt of a revised, non-binding indicative offer for the Company from SDL plc ("SDL") at 110 pence per share.

On 7 November 2011, the board of Alterian (the "Board") received a revised non-binding indicative offer from 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").

The Board considers the Revised Proposal to be at a level which it is now prepared to engage with SDL with a view to recommending the Revised Proposal assuming SDL announces a firm intention to make an all cash offer for Alterian at 110 pence per Alterian Share in accordance with Rule 2.7 of the Code.

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 Board. As such, the Board would like to emphasise that there can be no certainty that an offer for Alterian will be forthcoming and that this announcement in no way constitutes the making of a firm intention to make an offer under Rule 2.7 of the Code.

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).

Due to his involvement with SDL, Alastair Gordon, a non-executive director of the Company, has not participated in the Board's discussions or its decision relating to the Revised Proposal. In light of this, the Board is considering the appointment of an additional independent non-executive director to the Board in the near future.

As announced by SDL on 24 October 2011, in accordance with Rule 2.6(a) of the Code, SDL is required by not later than 5.00 p.m. on 21 November 2011, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to 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. In the event that an extension to this 21 November deadline is required, the Board would be willing to seek the Panel's consent to this deadline being extended in accordance with Rule 2.6(c) of the Code.

A further announcement will be made in due course. In the meantime, as previously stated, the Board intends to announce the Company's interim results for the six months ended 30 September 2011 on 16 November 2011.

ENQUIRIES:

College Hill Tel: 020 7457 2020 

Adrian Duffield

Rozi Morris

Kay Larsen

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 for the Company 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 for the Company, or any matter referred to herein.

The directors of Alterian accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Alterian (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

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.

Publication on website

A copy of this announcement is available free of charge at Alterian's website at www.alterian.com.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.