Update on Timing of possible offer (4762S)
21 Noviembre 2011 - 9:12AM
UK Regulatory
TIDMALN TIDMSDL
RNS Number : 4762S
Alterian PLC
21 November 2011
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code") and there can be no certainty that an offer
will be made, nor as to the terms on which any offer will be made.
Unless otherwise stated, all defined terms shall be as per the
Company's announcement of 10 November 2011.
21 November 2011
ALTERIAN plc
Update on timing of possible offer
Alterian plc, (LSE: ALN, "Alterian" or the "Company"), a leader
in customer engagement technology and solutions, announces that The
Panel on Takeovers and Mergers (the "Panel") has agreed to extend
the deadline to no later than 5.00 p.m. on 5 December 2011 by which
SDL must, in accordance with Rule 2.6(a) of the Code, 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.
On 10 November, Alterian announced that it had received a
revised non-binding indicative offer from SDL plc ("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"). Since then,
Alterian and SDL have progressed discussions and SDL has now
completed its initial phase of due diligence.
Following confirmation from SDL that it wishes to proceed
towards agreeing the terms of a recommended cash offer for Alterian
at 110p per Alterian Share, and in order to allow for the
finalisation of SDL's due diligence investigations over the next
two weeks, the Company has sought, and been granted, in accordance
with Rule 2.6(c) of the Code, an extension to the offer period from
The Panel.
The Alterian board of directors (the "Board") would like to
emphasise that there can be no certainty that an offer will be
made. 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 Alterian Board. 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).
Enquiries:
Alterian plc Tel: 0117 970 3200
Phil Cartmell, Chairman
Heath Davies, Chief Executive
Officer
Guy Millward, Finance Director
Canaccord Genuity Tel: 020 7050 6500
Simon Bridges / Rory O'Sullivan
Cameron Duncan
College Hill Tel: 020 7457 2020
Adrian Duffield/Kay Larsen/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 10(th) 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.
This information is provided by RNS
The company news service from the London Stock Exchange
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