Recommended Cash Acquisition of Alterian (2415T)

TIDMSDL TIDMALN

RNS Number : 2415T

SDL PLC

02 December 2011

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

2 December 2011

RECOMMENDED CASH ACQUISITION OF

ALTERIAN PLC

SDL PLC

(to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006)

The Alterian Independent Directors and the SDL Board are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by SDL of the entire issued and to be issued share capital of Alterian. It is intended that the Acquisition will be effected by way of a scheme of arrangement made between Alterian and Scheme Shareholders under Part 26 of the Companies Act.

Summary and highlights

-- The Acquisition is unanimously recommended to Alterian Shareholders by the Alterian Independent Directors.

-- The terms of the Acquisition value the entire issued share capital of Alterian at approximately GBP68.4 million.

   --           The consideration of 110 pence in cash for each Alterian Share represents:

- a premium of approximately 73.2 per cent. to the Closing Price of 63.5 pence per Alterian Share on 21 October 2011, being the last dealing day prior to the commencement of the Offer Period;

- a premium of approximately 46.6 per cent. to the average Closing Price of approximately 75.1 pence per Alterian Share for the 3 months prior to the commencement of the Offer Period; and

- a premium of approximately 22.3 per cent. to the average Closing Price of approximately 89.9 pence per Alterian Share for the 6 months prior to the commencement of the Offer Period.

-- SDL has received irrevocable undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of a total of 20,006,323 Alterian Shares representing, in aggregate, approximately 32.2 per cent. of the existing issued share capital of Alterian. Further details of these undertakings and letters of intent are set out in paragraph 7 of this Announcement.

-- The Alterian Directors who beneficially own Alterian Shares, being Heath Davies, Phil Cartmell, Guy Millward and Alastair Gordon, have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of a total of 431,100 Alterian Shares representing, in aggregate, approximately 0.7 per cent. of the existing issued share capital of Alterian.

-- SDL has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting from certain other Alterian Shareholders in respect of a total of 12,859,312 Alterian Shares representing, in aggregate, approximately 20.7 per cent. of the existing issued share capital of Alterian. In addition, SDL has received letters of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of a total of 6,715,911 Alterian Shares representing approximately 10.8 per cent. of the existing issued share capital of Alterian.

-- It is intended that the Acquisition will be effected by means of a scheme of arrangement between Alterian and Scheme Shareholders pursuant to Part 26 of the Companies Act. The Scheme will require the approval of Scheme Shareholders and the sanction of the Court. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether they attend or vote at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour).

-- SDL is a leading provider of Global Information Management solutions, enabling companies to engage with their customers throughout the customer journey - from brand awareness to revenue generation and after-sales support - and across languages, cultures and channels. SDL's Global Information Management Platform provides a suite of solutions including Web Content Management, eCommerce, Structured Content and Language Technologies, and is combined with SDL's Language Services to improve customer experience. The SDL Board believe that a majority of the world's top 50 Global brands use SDL solutions. Global industry leaders who rely on SDL include ABN Amro, Bosch, CNH, FICO, GlaxoSmithKline, KLM, Mandarin Oriental, Microsoft, NetApp, Philips, and Sony. SDL has over 1,500 enterprise customers and has deployed over 170,000 software licenses. It has a network of over 60 offices in 35 countries.

-- The SDL Board believes that there is an excellent strategic fit in combining the marketing analytics, campaign management and social media capabilities from the Alterian product suite with that of SDL's leading global Web and Structured Content Management and eCommerce capabilities. The SDL Board believes this combination will provide an integrated platform for companies to significantly enhance customer experience.

-- The Acquisition will allow Scheme Shareholders to realise a cash premium of 46.5 pence to the Alterian share price on the last dealing day prior to the commencement of the Offer Period and, the SDL Board believe that, as part of the SDL Group, the Acquisition will enable Alterian to better capitalise on opportunities in the market.

-- The Alterian Independent Directors, who have been so advised by Canaccord Genuity, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Alterian Independent Directors, Canaccord Genuity has taken into account the commercial assessments of the Alterian Independent Directors.

-- Accordingly, the Alterian Independent Directors unanimously recommend eligible Alterian Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as those Alterian Independent Directors who hold Alterian Shares have undertaken so to do in respect of their own beneficial holdings of 371,100 Alterian Shares (representing, in aggregate, approximately 0.6 per cent. of the Alterian Shares currently in issue).

-- It is currently anticipated that the Scheme Document will be posted to Scheme Shareholders and, for information only to participants in the Alterian Share Schemes, on or around 14 December 2011, the Shareholder Meetings will be held on or around 6 January 2012 and that the Scheme will become effective on or around 27 January 2012, subject to the satisfaction (or, if applicable, waiver) of the Conditions set out in Appendix I to this Announcement. The Long Stop Date is 17 May 2012.

Commenting on the Acquisition, Phil Cartmell, Chairman of Alterian, said:

"The Alterian Independent Directors are unanimously recommending this Acquisition by SDL, having considered it in the light of the changes that have been made to the business as part of the recently announced transformation programme. The offer gives Alterian Shareholders the opportunity to realise a significant cash premium to the price on 21 October 2011, being the last business day before SDL announced its possible offer."

Commenting on the Acquisition, Mark Lancaster, Executive Chairman of SDL, said:

"The combination of Alterian's marketing and analytics capabilities and SDL's Global Content Management and eCommerce capabilities creates a compelling solution for companies to be successful in engaging with their customers. This solution, coupled with SDL's international capabilities, customer relationships and scale, further enhance SDL's Global Information Management platform to help companies engage with their clients, build brand equity, accelerate speed to market and effectively manage their customer's experience."

Investec is acting as sole financial adviser to SDL. Canaccord Genuity is acting as sole financial adviser to Alterian.

This summary should be read in conjunction the accompanying full text of this Announcement and the appendices to it. Appendix I sets out the Conditions to, and certain further terms of, the Scheme and the Acquisition. Appendix II contains details of the sources of information and bases of calculation in respect of certain information contained in this Announcement. Certain capitalised terms used in this Announcement are defined in Appendix III.

 
 Enquiries: 
 
 SDL                                        +44 (0) 1628 410 127 
 Mark Lancaster, Executive Chairman 
 John Hunter, Chief Executive Officer 
 Matthew Knight, Chief Financial Officer 
 
 Investec (financial adviser to SDL)        +44 (0) 20 7597 5000 
 Andrew Pinder 
 David Flin 
 
 FTI Consulting (public relations 
  adviser to SDL)                           +44 (0) 20 7831 3113 
 Ed Bridges 
 Jon Snowball 
 
 Alterian                                   +44 (0) 117 970 3200 
 Phil Cartmell, Chairman 
 Heath Davies, Chief Executive Officer 
 Guy Millward, Finance Director 
 
 Canaccord Genuity (financial adviser 
  to Alterian)                              +44 (0) 20 7050 6500 
 Simon Bridges / Rory O'Sullivan 
 Cameron Duncan 
 
 College Hill (public relations advisers 
  to Alterian)                              +44 (0) 20 7457 2020 
 Adrian Duffield 
 Rozi Morris

IMPORTANT NOTICE

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for SDL and no one else in connection with the Acquisition and other matters referred to in this Announcement and the Scheme Document and will not be responsible to any person other than SDL for providing the protections afforded to clients of Investec nor for giving advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Alterian and no one else in connection with the Acquisition and other matters referred to in this Announcement and the Scheme Document and will not be responsible to any person other than Alterian for providing the protections afforded to clients of Canaccord Genuity nor for giving advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying forms of proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been dispatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant forms of proxy, will be posted to Alterian Shareholders on or around 14 December 2011 but will in any event be posted within 28 days of this Announcement, unless otherwise agreed with the Panel.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement has been prepared for the purposes of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Alterian or the Alterian Group or SDL or the SDL Group except where otherwise stated.

OVERSEAS SHAREHOLDERS

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if SDL were to elect to implement the Acquisition by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Unless otherwise agreed by SDL and Alterian, or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Alterian Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Alterian or SDL and certain plans and objectives of the boards of directors of Alterian and SDL. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Alterian and SDL in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Alterian or SDL. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Alterian or SDL or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Alterian and SDL assume no obligation to update or correct the information contained in this Announcement except as required by applicable law.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 one per cent. 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.

MARKET PURCHASES

In accordance with normal UK market practice, SDL or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Alterian Shares outside the United States, other than pursuant to the Scheme, prior to the Effective Date. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK.

INFORMATION RELATING TO ALTERIAN SHAREHOLDERS

Please be aware that addresses, electronic addresses and certain information provided by Alterian Shareholders, persons with information rights and other relevant persons for the receipt of communications from Alterian may be provided to SDL during the Offer Period as required under Section 4 of Appendix 4 of the Code.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this Announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SDL's and Alterian's websites at www.sdl.com and www.alterian.com, respectively, by no later than 12.00 noon on 5 December 2011.

You may request a hard copy of this Announcement (and any information incorporated by reference in this announcement) by contacting Canaccord Genuity during business hours on +44 (0)20 7050 6500 or by submitting a request in writing to Canaccord Genuity at Cardinal Place, 80 Victoria Street, 7th Floor London SW1E 5JL. It is important that you note that unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction

2 December 2011

RECOMMENDED CASH ACQUISITION OF ALTERIAN PLC BY SDL PLC

(to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006)

   1.         Introduction

The Alterian Independent Directors and SDL Board are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by SDL of the entire issued and to be issued share capital of Alterian. It is intended that the Acquisition will be effected by way of a scheme of arrangement made between Alterian and Scheme Shareholders under Part 26 of the Companies Act. The Scheme will require the approval of Scheme Shareholders and the sanction of the Court. The terms of the Acquisition value the entire issued share capital of Alterian at approximately GBP68.4 million.

   2.         Recommendation

The Alterian Independent Directors, who have been so advised by Canaccord Genuity, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Alterian Independent Directors, Canaccord Genuity has taken into account the commercial assessments of the Alterian Independent Directors.

Accordingly, the Alterian Independent Directors unanimously recommend eligible Alterian Shareholders vote in favour of the Acquisition at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as those Alterian Independent Directors who hold Alterian Shares have undertaken so to do in respect of their own beneficial holdings of 371,100 Alterian Shares (representing, in aggregate, approximately 0.6 per cent. of the Alterian Shares currently in issue).

   3.         Summary of the terms of the Acquisition

It is intended that the Acquisition will be effected by way of a scheme of arrangement between Alterian and its Shareholders under Part 26 of the Companies Act. The Scheme will be subject to the satisfaction (or, if applicable, waiver) of the Conditions set out in Appendix I to this Announcement and the full terms and conditions that will be set out in the Scheme Document.

If the Scheme becomes effective in accordance with its terms, the Scheme Shares will be cancelled and Scheme Shareholders holding Scheme Shares at the Scheme Record Time will be entitled to receive:

 
 for each Scheme Share   110 pence in cash

The consideration of 110 pence in cash for each such Scheme Share represents:

- a premium of approximately 73.2 per cent. to the Closing Price of 63.5 pence per Alterian Share on 21 October 2011, being the last dealing day prior to the commencement of the Offer Period;

- a premium of approximately 46.6 per cent. to the average Closing Price of approximately 75.1 pence per Alterian Share for the 3 months prior to the commencement of the Offer Period; and

- a premium of approximately 22.3 per cent. to the average Closing Price of approximately 89.9 pence per Alterian Share for the 6 months prior to the commencement of the Offer Period.

   4.         Background to and reasons for the Acquisition

Acquisitions are a core component of SDL's growth strategy and SDL has a strong track record of completing transactions and successfully integrating acquired businesses.

SDL is familiar with Alterian's business and has monitored its progress over the past few years with interest. SDL regards Alterian's capabilities as highly complementary to SDL.

Both SDL's content management solutions and language services and technologies as well as Alterian's leading integrated marketing platform share an essential characteristic - they aim to enable companies to engage with their customers to provide the right information at the right time, in the right language, through the right channel to any device. The SDL Board believes that there is an excellent strategic fit in combining the marketing analytics, campaign management and social media capabilities from the Alterian product suite with that of SDL's leading global Web Content Management, eCommerce and Structured Content capabilities. The SDL Board believes this combination will provide an integrated platform for companies to significantly enhance the customer experience.

Alterian's integrated marketing platform is a logical enhancement to SDL's current strategy of engaging customers through multiple channels from the very beginning of the customer journey. SDL also believes that the potential of Alterian's technology can only be realised if it has the benefit of a large, international, multi-client platform with the necessary organisational and financial resources to invest with scale and pace.

SDL's strategy is to expand its capabilities, through organic investment and, where necessary, acquisition, to create a compelling solution for its customers to create and manage multi-lingual content globally as well as to analyse end users in order to formulate integrated communication strategies. The SDL Board believes the addition of Alterian's integrated marketing platform capability will bring strong synergies and enhancements to this strategy. The Acquisition allows Alterian's shareholders to realise a large cash premium to the share price prior to the commencement of the Offer Period and the SDL Directors believe that being part of the SDL Group will enable Alterian to better capitalise on opportunities in the market.

   5.         Background to and reasons for recommending the Acquisition

The Alterian Independent Directors have evaluated the Acquisition by SDL on behalf of Alterian Shareholders as a whole. As part of this evaluation the Alterian Independent Directors have considered the changes that have been made to the business as part of the recently announced transformation programme. The Alterian Independent Directors believe this programme has both stabilised and revitalised the business and put it into a position from which it can now focus on generating cash and growing profits. Whilst the Alterian Independent Directors believe that there is material scope for significant long-term growth and expansion following the transformation programme, there remain various execution risks in achieving this growth and the increase in valuation to which this may lead.

The Alterian Independent Directors have taken into account the fact that the offer represents a significant premium to the Alterian share price in the period prior to the announcement of a possible offer on 24 October 2011. The Offer Price represents a premium of approximately 73.2 per cent. to the Closing Price of 63.5 pence on 21 October 2011, being the last dealing day prior to the commencement of the Offer Period. The Alterian Independent Directors consider, taking into account the future prospects of the Company following the transformation programme, the advice it has received from Canaccord Genuity, its independent adviser under Rule 3 of the Code, and the feedback received from certain larger Alterian Shareholders, that the Offer Price represents a fair and reasonable opportunity to realise value for Alterian Shares that is not currently available in the market.

Accordingly, the Alterian Independent Directors believe that the Acquisition is in the best interests of Alterian Shareholders, and unanimously recommend that Alterian Shareholders vote in favour of the Scheme and the Special Resolution to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their entire beneficial holdings of 371,100 Alterian Shares, representing, in aggregate, approximately 0.6 per cent. of the existing issued share capital of Alterian.

   6.         Management and employees, places of business and fixed assets of the Alterian Group

SDL has assured the Alterian Board that, on the Scheme becoming effective, the existing employment rights, including pension rights, of the management and employees of the Alterian Group will be safeguarded. Following the Scheme becoming effective, the non-executive directors Alterian have agreed to resign with effect from the Effective Date. They will each receive remuneration in line with the termination provisions of their respective service contracts or letters of appointment by way of compensation. SDL does not have any plans to make any other material change in the terms and conditions of employment of the management and employees of Alterian and its subsidiaries.

Each of Heath Davies and Guy Millward have also agreed to step down as Alterian Directors from 6 April 2012 unless the Effective Date is later, in which case, from the Effective Date. Details of the arrangements entered into with each of Heath Davies and Guy Millward will be contained in the Scheme Document.

SDL will seek to integrate the respective businesses and, having completed a review of Alterian's current transformation programme, derive any available cost synergies, where appropriate. SDL will seek to maintain an appropriately sized employee base in order to execute its growth plans whilst seeking to avoid unnecessary overlap with its existing activities. SDL will execute the appropriate cost reduction and investment programmes to both grow and leverage synergies of the combined business. SDL expects to change some of the Alterian Group's principal locations of business and may redeploy the fixed assets of Alterian.

   7.         Irrevocable undertakings and letter of intent

SDL has received irrevocable undertakings to vote in favour of the Scheme and the other resolutions necessary to facilitate the implementation of the Scheme at the Shareholder Meetings in respect of a total of 13,290,412 Alterian Shares, representing, in aggregate, approximately 21.4 per cent. of the existing issued share capital of Alterian. In addition, SDL has received letters of intent to vote in favour of the Scheme and the other resolutions necessary to facilitate the implementation of the Scheme at the Shareholder Meetings in respect of a total of 6,715,911 Alterian Shares, representing approximately 10.8 per cent. of the existing issued share capital of Alterian.

Further details of these undertakings are set out in paragraphs (A) and (B) below. Further details of the letter of intent are set out in paragraph (C) below.

                (A)       Directors' Irrevocable Undertakings

Each of the Alterian Directors who beneficially own Alterian Shares, being Heath Davies, Phil Cartmell, Guy Millward and Alastair Gordon, has irrevocably undertaken to vote in favour of the Scheme and the other resolutions necessary to facilitate the implementation of the Scheme at the Shareholder Meetings in respect of their entire beneficial holdings, as noted below, being Alterian Shares representing, in aggregate, approximately 0.7 per cent. of the existing issued share capital of Alterian. The terms of these irrevocable undertakings:

                -    will continue to be binding in the event that a higher competing offer is made for Alterian; and 
                -    will terminate if (i) the Scheme Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or takeover offer, as applicable, does not become wholly unconditional) on or before the date being six months following the publication of the Scheme Document, or (iii) the Scheme lapses or is withdrawn. 
 
                                    Percentage 
                                            of 
                    Number of         existing 
                     Alterian           issued 
                       Shares    share capital 
 Phil Cartmell         37,818             0.06 
 Heath Davies         327,614             0.53 
 Alastair Gordon       60,000             0.10 
 Guy Millward           5,668             0.01

Each of Heath Davies and Guy Millward have each given irrevocable undertakings on the same terms to vote in favour of the resolutions at the Shareholder Meetings in respect of 1,247,000 and 461,182 Alterian Shares in respect of which they, respectively, have an interest pursuant to the Alterian Share Schemes to the extent such Alterian Shares are acquired by them prior to the Shareholder Meetings.

Chris Humphrey has agreed not to acquire any relevant interest in Alterian Shares without the consent of SDL.

                (B)       Other Undertakings

Undertakings have been received from certain other Alterian Shareholders to vote in favour of the Scheme and the other resolutions necessary to facilitate the implementation of the Scheme at the Shareholder Meetings in respect of their beneficial holdings, as noted below, being Alterian Shares representing, in aggregate, approximately 20.7 per cent. of the existing issued share capital of Alterian.

 
                                                            Percentage 
                                                                    of 
                                            Number of         existing 
                                             Alterian           issued 
                                               Shares    share capital 
 
 GAM International Management Limited       3,923,176              6.3 
 GAM London Limited                         2,317,667              3.7 
 Herald Investment Management Limited(1)    3,836,306              6.2 
 ORA Guernsey Limited                       2,782,163              4.5

The undertakings listed in this Part B cease to be binding if (i) the Scheme Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective (or takeover offer, as applicable, does not become wholly unconditional) on or before the date being six months following the publication of the Scheme Document, or (iii) a third party announces a firm intention to make an offer for Alterian on terms which represent at least a 10 per cent. premium to the value of the Cash Offer not later than 3.30pm on, in the case of the undertakings given by GAM International Management Limited, GAM London Limited and ORA Guernsey Limited, the 10th business day after the Scheme Document is issued, and, in the case of Herald Investment Management Limited, the 15th business day after the Scheme Document is issued.

Note (1): This is the number of Alterian Shares which Herald Investment Management Limited had the ability to control the voting rights in as at close of business on 1 December 2011. The undertaking given by Herald Investment Management Limited excludes an explicit prohibition on dealing.

                (C)       Letters of Intent

SDL has also received non-binding letters of intent from:

 
                                                         Percentage 
                                                                 of 
                                         Number of         existing 
                                          Alterian           issued 
                                            Shares    share capital 
 
 Artemis Investment Management LLP       4,857,623              7.8 
 BlackRock Investment Management (UK) 
  Limited(2)                             1,858,288              3.0 
 
                            -    in the letter of intent received from Artemis Investment Management LLP ("Artemis"), Artemis confirms its intention to vote the Alterian Shares held by it in favour of the Scheme and the other resolutions necessary to facilitate the implementation of the Scheme at the Shareholder Meetings. 
                            -    In the letter of intent received from BlackRock Investment Management (UK) Limited ("BlackRock"), BlackRock confirms its current intention to cast, or to procure that the registered holder casts, all votes as holder of such number of Alterian Shares the voting rights to which BlackRock is able to control in favour of the Scheme and the other resolutions necessary to facilitate the implementation of the Scheme at the Shareholder Meetings.  The BlackRock letter of intent will cease to be effective if (i) the Scheme Document is not published within 28 days of the date of this announcement or (ii) the Scheme does not become effective on or before the date being six months following the publication of the Scheme Document.

Note (2): This is the number of Alterian Shares which Blackrock Investment Management (UK) Limited had the ability to control the voting rights in as at close of business on 30 November 2011. The letter of intent received from Blackrock Investment Management (UK) Limited relates to the number of Alterian Shares which it is able to control the voting rights in as at the Voting Record Time. Prior to the Voting Record Time Blackrock Investment Management (UK) Limited may deal with Alterian Shares on the instructions of its clients holding direct or indirect interests in such shares.

   8.         Information on Alterian

Alterian is engaged in the development of software products for marketing and customer insight and the provision of related services. Revenue arises: (i) under licence either directly to end users or through third party business partners, normally on licences renewable by the customer; and (ii) from services and support directly attributable to the products and from social media analytics and market research consultancy. Alterian's products address markets in three main activities: (i) campaign management and analytics (including email engagement); (ii) social media marketing; and (iii) web content management.

Alterian's original core software is a powerful data analytics product with a user interface designed for marketing activities. This core software has been integrated with various products acquired through acquisitions over recent years to form a customer engagement platform.

In its unaudited interim results for the six months ended 30 September 2011, Alterian had revenues of GBP17.2 million (30 September 2010: GBP18.3 million) and loss before tax of GBP18.6 million (30 September 2010: profit before tax of GBP0.6 million). As at 30 September 2011, total assets were GBP51.0 million (30 September 2010: GBP81.3 million), net assets were GBP18.7 million (30 September 2010: GBP39.5 million). At the time of the announcement of its interim results for the six months ended 30 September 2011, Alterian also announced restated results for the year to 31 March 2011.

As at the date of this Announcement, there are 62,197,769 Alterian Shares in issue.

   9.         Information on SDL

SDL is a leading provider of Global Information Management solutions, enabling companies to engage with their customers throughout the customer journey - from brand awareness to revenue generation and after-sales support - and across languages, cultures and channels. SDL's Global Information Management Platform provides a suite of solutions including Web Content Management, eCommerce, Structured Content and Language Technologies, and is combined with its Language Services to improve customer experience. The SDL Directors believe that a majority of the world's top 50 Global brands use SDL solutions. Global industry leaders who rely on SDL include ABN Amro, Bosch, CNH, FICO, GlaxoSmithKline, KLM, Microsoft, Mandarin Oriental, NetApp, Philips, and Sony. SDL has over 1,500 enterprise customers and has deployed over 170,000 software licenses. It has a network of over 60 offices in 35 countries.

   10.       Confidentiality agreement

Alterian and SDL entered into an agreement on 11 November 2011 ("Confidentiality Agreement") pursuant to which, amongst other things, SDL has undertaken to (i) keep confidential certain non-public information it receives relating to the Alterian Group, (ii) use such information solely for the purpose of evaluating a possible offer for Alterian, and (iii) not to disclose such information to third parties (other than certain permitted disclosees) unless required by law, any supervisory or regulatory body, or by a court of competent jurisdiction.

SDL has further undertaken that subject to certain limited exclusions, during the period of 12 months from the date of the Confidentiality Agreement, it will not (and shall procure that no member of the SDL Group shall) directly or indirectly solicit for employment or endeavour to entice away any officer or employee (i) holding a senior management position within the Alterian Group or (ii) who participates directly in negotiations regarding the Acquisition.

   11.       Financing arrangements for the Acquisition

The Scheme becoming effective, and assuming the exercise of all options having an exercise price of less than the consideration of 110 pence, would result in a cash payment of approximately GBP73.5 million, being a net cash payment of GBP69.8 million after deducting the aggregate amount received by Alterian in respect of the exercise of all such options.

SDL will fund the cash consideration payable under the terms of the Acquisition from existing cash resources and debt facilities. Further details of the financing arrangements will be set out in the Scheme Document.

   12.       Cash confirmation

Investec, financial adviser to SDL, is satisfied that sufficient resources are available to SDL to satisfy in full the cash consideration payable by SDL under the terms of the Scheme.

   13.       Alterian Share Schemes

Appropriate proposals will be made to participants in the Alterian Share Schemes in due course. Details of these proposals will be set out in the Scheme Document.

   14.       Disclosure of interests

SDL confirms that it has no holding in Alterian Shares that are required to be disclosed by it under Rule 8.1(a) of the Code.

As at the close of business on 1 December 2011, being the last practicable date prior to the publication of this Announcement, save for the irrevocable undertakings and letters of intent referred to in paragraph 7 above, none of SDL or any of its directors or any of its partners or, so far as SDL Directors are aware, any person acting, or deemed to be acting, in concert with SDL:

   -      had an interest in, or right to subscribe for, relevant securities of Alterian;

- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Alterian;

- had procured an irrevocable commitment or letter of intent to accept or vote in favour of the Acquisition in respect of relevant securities of Alterian; or

   -      had borrowed or lent any Alterian Shares.

Furthermore, no arrangement exists with SDL or any person acting in concert with SDL in relation to Alterian Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Alterian Shares which may be an inducement to deal or refrain from dealing in such securities.

   15.       Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a Court sanctioned scheme of arrangement between Alterian and the Scheme Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for SDL (or a nominee of SDL) to become the holder of the entire issued and to be issued ordinary share capital of Alterian. This is to be achieved by the cancellation of the Scheme Shares and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Alterian (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to SDL (or a nominee of SDL), in consideration of which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 3 of this Announcement.

The Scheme will be subject to the Conditions and certain further terms referred to in Appendix I to this Announcement and to be included in the Scheme Document. The Conditions in paragraph 1 of Appendix 1 to this Announcement provide that the Acquisition will lapse if:

                -          the Shareholder Meetings expected to take place on 6 January 2012 are not held by 31 January 2012 (or such later date as may be agreed between SDL and Alterian); 
                -          the Court hearing to approve the Scheme expected to take place on 27 January 2012 is not held by 16 February 2012 (or such later date as may be agreed between SDL and Alterian); or 
                -          the Scheme does not become effective by the Long Stop Date (or such later date as may be agreed between SDL and Alterian),

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may, subject to the requirements of the Panel, be waived by SDL.

In particular, to become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number present and voting at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares which are voted at the Court Meeting (or any adjournment thereof).

In addition, to become effective, the Scheme also requires the passing at the General Meeting of a special resolution to approve the Capital Reduction, amendments to Alterian's articles of association and such other resolutions that may be necessary to implement the Scheme. This resolution requires the approval of Alterian Shareholders representing at least 75 per cent. of the votes cast at the General Meeting, which will be held immediately after the Court Meeting has been concluded or adjourned.

Once the necessary approvals of Alterian Shareholders have been obtained, and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become effective upon delivery to the Registrar of Companies of a copy of the order of the Court sanctioning the Scheme and a "Statement of Capital" giving details of Alterian's share capital, as altered by the Capital Reduction.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

Further details of the Scheme will be contained in the Scheme Document which is expected to be posted to Shareholders on or around 14 December 2011. It is currently anticipated that the Scheme will become effective on or around 27 January 2012, subject to satisfaction or (where applicable) waiver of the Conditions.

   16.       De-listing

An application will be made to the UK Listing Authority to cancel the listing of the Alterian Shares on the Official List and the London Stock Exchange will be requested to cancel trading of Alterian Shares on the Main Market of the London Stock Exchange when the Acquisition becomes effective. The last day of dealings in Alterian Shares on the Main Market of the London Stock Exchange is expected to be the business day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. on that date. On the Effective Date, share certificates in respect of Alterian Shares will cease to be valid and should be destroyed. In addition, entitlements to Alterian Shares held within the CREST system will be cancelled on the Effective Date.

   17.       Anticipated timetable

Alterian currently anticipates that:

                -          it will publish and dispatch the Scheme Document to Alterian Shareholders and, for information only, to participants in the Alterian Share Schemes on 14 December 2011 and in any event within 28 days of the date of this Announcement (or such later date as may be agreed by the Panel); 
                -          the Shareholder Meetings will be held on or around 6 January 2012; 
                -          the Scheme will become effective on or around 27 January 2012, subject to the satisfaction (or, if applicable, waiver) of the Conditions set out in Appendix I to this Announcement; and 
                -          the Long Stop Date is 17 May 2012. 
   18.       Documents on display

Copies of the following documents will be made available on Alterian's and SDL's websites at http://www.alterian.com and http://www.sdl.com respectively by no later than 12 noon (London time) on 5 December 2011 until the end of the Offer Period:

                -          this Announcement; 
                -          the Confidentiality Agreement referred to in paragraph 10 above; 
                -          the irrevocable undertakings and letters of intent and agreement restricting dealings 
entered into by Chris            Humphrey referred to in paragraph 7 above; and 
                -          the financing documents and the facility amendment letter. 
   19.       General

The Alterian Independent Directors accept responsibility for the information contained in this Announcement relating to the recommendation and opinions of the Alterian Independent Directors. To the best of the knowledge and belief of the Alterian Independent Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Alterian Directors accept responsibility for the information contained in this Announcement relating to Alterian, the Wider Alterian Group and the Alterian Directors. To the best of the knowledge and belief of the Alterian Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The SDL Directors accept responsibility for the information contained in this Announcement relating to SDL, the SDL Group, the SDL Directors (including their respective families, related trusts or companies and the persons connected with them within the meaning of section 252 of the Companies Act), the parties acting in concert with SDL for the purposes of the Code, SDL's future plans for the Alterian Group and the Alterian Group's management, employees, places of business and fixed assets, and the acquisition financing relating to SDL. To the best of the knowledge and belief of the SDL Directors, (who have each taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

SDL reserves the right to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Alterian not already held by SDL as an alternative to the Scheme. In such an event a Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in paragraph 5 of Part B of Appendix I to this Announcement.

If the Acquisition is effected by way of a Takeover Offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received, SDL intends to: (i) make an application to the UK Listing Authority to cancel listing of the Alterian Shares on the Official List and request the London Stock Exchange to cancel trading of Alterian Shares on the Main Market; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Alterian Shares in respect of which such offer has not been accepted.

Canccord Genuity has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Investec has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears.

Important Notice

This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying forms of proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant forms of proxy, will be posted to Alterian Shareholders on or around 14 December 2011 but will in any event be posted within 28 days of this Announcement, unless otherwise agreed with the Panel.

OVERSEAS SHAREHOLDERS

Unless otherwise agreed by SDL and Alterian or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

DEALING DISCLOSURE REQUIREMENTS

Market Purchases

Information relating to Alterian Shareholders

Publication on Website and availability of hard copies

Appendix I CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as SDL and Alterian may, with the consent of the Panel, agree and (if required) the Court may allow.

   1.             The Scheme will be conditional on:

(i) (a) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Alterian at the Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof) and (b) such Court Meeting being held on or before 31 January 2012 (or such later date as may be agreed by SDL and Alterian);

(ii) (a) the resolutions required to approve and implement the Scheme and approve the related Capital Reduction being duly passed by Alterian Shareholders by the requisite majorities at the General Meeting (or any adjournment thereof) and (b) such General Meeting being held on or before 31 January 2012 (or such later date as may be agreed by SDL and Alterian);

(iii) (a) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Alterian and SDL) and confirmation of the Capital Reduction by the Court (with or without modification but subject to any modification being on terms acceptable to Alterian and SDL) and (i) the delivery of copies of the Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and (ii) if so ordered in order to take effect, the registration of the Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies, and (b) the Court hearing to sanction the Scheme being held on or before 16 February 2012 (or such later date as may be agreed by SDL and Alterian).

2. Subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions have been satisfied (where capable of satisfaction) or where permitted, waived, prior to the Scheme being sanctioned by the Court in accordance with Condition 1(iii) above:

   (i)            Notifications, waiting periods and authorisations

all material notifications, filings or applications which are necessary in connection with the Acquisition having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Alterian or any other member of the Wider Alterian Group by any member of the Wider SDL Group in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider SDL Group or the Wider Alterian Group, in each case taken as a whole, and all Authorisations necessary in respect thereof having been obtained in terms and in a form satisfactory to SDL (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Alterian Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Alterian Group in any jurisdiction remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations having been made where, in each case, absence of such Authorisation would have a material adverse effect on the Wider Alterian Group taken as a whole;

   (ii)           Antitrust and regulatory

no antitrust regulator or Third Party having taken, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same), in each case which would or might reasonably be expected to be material in the context of the Wider Alterian Group, or Wider SDL Group, as the case may be, when taken as a whole:

(a) require, prevent or delay the divestiture by any member of the Wider SDL Group or by any member of the Wider Alterian Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(b) except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member of the Wider SDL Group or the Wider Alterian Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Alterian Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(c) impose any limitation on, or result in a delay in, the ability of any member of the Wider SDL Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Alterian or on the ability of any member of the Wider Alterian Group or any member of the Wider SDL Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Alterian Group;

(d) otherwise adversely affect any or all of the business, assets or profits or prospects of any member of the Wider Alterian Group;

(e) result in any member of the Wider Alterian Group or any member of the Wider SDL Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Alterian by any member of the Wider SDL Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Alterian by any member of the Wider SDL Group;

(g) require, prevent or delay a divestiture by any member of the Wider SDL Group of any shares or other securities (or the equivalent) in any member of the Wider Alterian Group or any member of the Wider SDL Group; or

(h) impose any material limitation on the ability of any member of the Wider SDL Group to integrate all or any part of its business with all or any part of the business of any other member of the Wider Alterian Group or of any member of the Wider Alterian Group to integrate all or any part of its business with all or any part of the business of any other member of the Wider SDL Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Alterian Shares or otherwise intervene having expired, lapsed or been terminated;

   (iii)          Certain matters arising as a result of any arrangement, agreement, etc.

except as Fairly Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Alterian Group is a party or by or to which any such member or any of its assets is or may be bound or subject which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider SDL Group of any shares or other securities (or the equivalent) in Alterian or because of a change in the control or management of Alterian could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Alterian Group taken as a whole:

(a) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Alterian Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Alterian Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Alterian Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(d) any liability of any member of the Wider Alterian Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(e) the rights, liabilities, obligations, interests or business of any member of the Wider Alterian Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Alterian Group in or with any other person or body or firm or company being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(f) any member of the Wider Alterian Group ceasing to be able to carry on business under any name under which it presently carries on business;

(g) the value of, or the financial or trading position or prospects of, any member of the Wider Alterian Group being prejudiced or adversely affected; or

(h) the creation of any liability (actual or contingent) by any member of the Wider Alterian Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Alterian Group is a party or by or to which any such member or any of its assets are bound, or subject, could or might reasonably be expected to result, in each case to an extent which is material in the context of the Wider Alterian Group taken as a whole, in any of the events or circumstances as are referred to in Conditions (iii) (a) to (h);

   (iv)          Certain events occurring since 31 March 2011

except as Fairly Disclosed, no member of the Wider Alterian Group having since 31 March 2011:

(a) issued or agreed to issue or authorised or announced its intention to authorise the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of Alterian Shares out of treasury (except, in each case, where relevant, as between Alterian and wholly-owned subsidiaries of Alterian or between the wholly-owned subsidiaries of Alterian and except for the issue or transfer out of treasury of Alterian Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Alterian Share Schemes);

(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Alterian to Alterian or any of its wholly-owned subsidiaries;

(c) other than pursuant to the Acquisition (and except for transactions between Alterian and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Alterian and transactions in the ordinary course of business) implemented, effected or authorised, or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital in any undertaking or undertakings;

(d) except for transactions in the ordinary course of business or between the Wider Alterian Group and its wholly-owned subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

(e) issued, authorised or announced an intention to authorise, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness except as between Alterian and any of its wholly-owned subsidiaries or between such subsidiaries which is material in the context of the Wider Alterian Group taken as a whole ;

(f) entered into or varied or authorised or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is material in the context of the Wider Alterian Group taken as a whole;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Alterian Group;

(h) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Alterian Group;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (a) above, made any other change to any part of its share capital (other than pursuant to the implementation of the Acquisition);

(j) (other than in respect of claims between Alterian and any wholly-owned subsidiaries of Alterian) waived, compromised or settled any claim which is material in the context of the Wider Alterian Group taken as a whole;

(k) terminated or varied the terms of any agreement or arrangement between any member of the Wider Alterian Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Alterian Group taken as a whole;

(l) save as envisaged in accordance with the terms of the Scheme, made any alteration to its memorandum or articles of association or other incorporation documents;

(m) made or agreed or consented to any change in any material respect to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependents or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(o) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case which is material in the context of the Wider Alterian Group taken as a whole;

(p) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(q) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(r) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (iv);

   (v)           No adverse change, litigation, regulatory enquiry or similar

Except as Fairly Disclosed, since 31 March 2011:

(a) no adverse change having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Alterian Group which is material in the context of the Wider Alterian Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Alterian Group or to which any member of the Wider Alterian Group is or may become a party (whether as claimant, defendant or otherwise), which might reasonably be expected to have a material adverse effect on the Wider Alterian Group taken as a whole;

(c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Alterian Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Alterian Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Alterian Group taken as a whole;

(d) no contingent or other liability in respect of any member of the Wider Alterian Group having arisen, or increased other than in the ordinary course of business which is reasonably likely to have a material adverse effect on the business, assets, financial or trading position or profits or prospects of the Wider Alterian Group taken as a whole; and

(e) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Alterian Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Alterian Group taken as a whole;

(vi) No discovery of certain matters regarding information, liabilities and environmental issues

Except as Fairly Disclosed, SDL not having discovered:

(a) that any financial, business or other information concerning the Wider Alterian Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider SDL Group by or on behalf of any member of the Wider Alterian Group prior to the date of this announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in each case to an extent which is material in the context of the Wider Alterian Group taken as a whole;

(b) that any member of the Wider Alterian Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Alterian Group taken as a whole;

(c) that any past or present member of the Wider Alterian Group has not complied in any material respect with all applicable legislation, regulations, notice or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Alterian Group, which in any case is material in the context of the Wider Alterian Group as a whole;

(d) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Alterian Group (in any case to an extent which is material in the context of the Wider Alterian Group taken as a whole); or

(e) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Alterian Group (or on its behalf) or in which any such member previously had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which in any case is material in the context of the Wider Alterian Group as a whole.

Part B: Certain further terms of the Acquisition

   1.             Subject to the requirements of the Panel, SDL reserves the right to waive:

(i) prior to the date of such deadline (or any extension thereof), any of the deadlines set out in the above Condition 1 for the timing of the Court Meeting, General Meeting and the Court hearing to sanction the Scheme. If any such deadline is not met, SDL will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Alterian to extend the deadline in relation to the relevant Condition;

   (ii)           in whole or in part, all or any of the above Conditions 2(i) to (vi) (inclusive).

2. If SDL is required by the Panel to make an offer for Alterian Shares under the provisions of Rule 9 of the Code, SDL may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. The Scheme will be governed by the law of England and Wales. The Acquisition will be on and subject to the conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Scheme will be subject to applicable requirements of the Code, the Panel and the London Stock Exchange.

4. SDL shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5. SDL reserves the right to elect, with the agreement of Alterian and consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer as it may determine in its absolute discretion. In such event, the Acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as SDL may decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme (the "General Offer Acceptance Condition").

6. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Relevant Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

8. Under Rule 13.5 of the Code, SDL may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to SDL in the context of the Acquisition. The conditions contained in paragraph 1 of Part A of this Appendix I and to be set out in the Scheme Document and, if applicable, the General Offer Acceptance Condition set out in Part B of this Appendix I and to be set out in the Scheme Document are not subject to this provision of the Code.

9. Under Rule 13.6 of the Code, Alterian may not invoke, or cause or permit SDL to invoke, any condition to the Acquisition unless the circumstances which give rise to the right to invoke the condition are of material significance to the Shareholders in the context of the Acquisition.

10. The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document.

Appendix II

Sources of Information and Bases of Calculation

Unless otherwise stated, the following constitute the bases and sources of information referred to in this Announcement:

1. Financial information relating to Alterian has been extracted or derived (without material adjustment) from the unaudited interim results of Alterian for the six months ended 30 September 2011.

2. The fully diluted share capital of Alterian (being 66,774,448 Alterian Shares) is calculated on the basis of 62,197,769 Alterian Shares in issue on 1 December 2011, with a further 4,576,679 Alterian Shares subject to options under the Alterian Share Schemes, which have an exercise price of 110 pence or less.

3. All prices for Alterian Shares have been extracted from the Daily Official List and represent the Closing Price on the relevant date or dates.

Appendix III

Definitions of terms used

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

 
          "Acquisition"                    the proposed acquisition of the entire issued 
                                            and to be issued share capital of Alterian 
                                            by SDL to be effected by means of the Scheme, 
                                            the matters to be considered at the Shareholder 
                                            Meetings and where the context permits, any 
                                            subsequent variation, revision, extension 
                                            or renewal thereof; 
          "Alterian"                       Alterian plc, a public company incorporated 
                                            in England and Wales with registered number 
                                            04007930; 
           "Alterian Board"                the board of directors of Alterian; 
          "Alterian Directors"             the directors of Alterian from time to time; 
          "Alterian Group"                 Alterian and its subsidiaries and subsidiary 
                                            undertakings; 
          "Alterian Independent            Phil Cartmell, Heath Davies, Guy Millward 
           Directors"                       & Christopher Humphrey; 
          "Alterian Share Scheme(s)"       (i) the Alterian Share Option Plan; 
                                            (ii) the 2010 Alterian Share Option Plan; 
                                            (iii) the Alterian plc Enterprise Management 
                                            Incentives Scheme; 
                                            (iv) the Alterian 2011 US Restricted Share 
                                            Plan; and 
                                            (v) the Alterian Share Incentive Plan; 
          "Alterian Shareholders"          the holders of Alterian Shares; 
          "Alterian Shares"                ordinary shares of 25 pence each in the capital 
                                            of Alterian, including the Scheme Shares, 
                                            and "Alterian Share" will be construed accordingly; 
          "Announcement"                   this announcement of the Acquisition in accordance 
                                            with Rule 2.7 of the Code dated 2 December 
                                            2011; 
 "Authorisations"                          regulatory authorisations, orders, recognitions, 
                                            grants, consents, clearances, confirmations, 
                                            certificates, licences, permissions or approvals; 
          "business day"                   a day, other than a Saturday, Sunday, public 
                                            holiday or bank holiday, on which banks are 
                                            generally open for normal business in the 
                                            City of London; 
          "Canaccord Genuity"              Canaccord Genuity Limited, financial adviser 
                                            to Alterian; 
          "Capital Reduction"              the reduction of the share capital of Alterian 
                                            under Section 641 of the Companies Act by 
                                            the cancellation of the Scheme Shares to 
                                            be effected as part of the Scheme; 
          "Closing Price"                  in respect of an Alterian Share on any particular 
                                            day, the closing middle-market quotation 
                                            thereof as derived from the Daily Official 
                                            List on that day; 
          "Code"                           the City Code on Takeovers and Mergers; 
          "Companies Act"                  the Companies Act 2006 (as amended); 
          "Conditions"                     the conditions to the implementation of the 
                                            Scheme and the Acquisition, which are set 
                                            out in Appendix I to this Announcement; 
          "Court"                          the High Court of Justice in England and 
                                            Wales; 
          "Court Meeting"                  the meeting of the holders of Scheme Shares 
                                            to be convened by order of the Court pursuant 
                                            to section 896 of the Companies Act to consider 
                                            and, if thought fit, approve the Scheme, 
                                            including any adjournment thereof; 
          "CREST"                          the relevant system (as defined in the Regulations) 
                                            in respect of which Euroclear UK & Ireland 
                                            Limited is the Operator (as defined in the 
                                            Regulations); 
          "Daily Official List"            the Daily Official List of the London Stock 
                                            Exchange; 
          "dealing day"                    a day on which dealings in domestic securities 
                                            may take place on, and with the authority 
                                            of the London Stock Exchange; 
          "Effective Date"                 the date on which the Scheme becomes effective 
                                            in accordance with its terms; 
          "Fairly Disclosed"               the information disclosed in (i) the Alterian 
                                            annual report and accounts in respect of 
                                            the financial year ended 31 March 2011; (ii) 
                                            the Alterian interim results for the six 
                                            months ended on 30 September 2011; (iii) 
                                            any public announcement by Alterian to a 
                                            Regulatory Information Service on or before 
                                            5.00 p.m. on the business day prior to the 
                                            date of this Announcement; or (iv) otherwise 
                                            fairly disclosed in writing or in any document 
                                            provided by or on behalf of Alterian to SDL 
                                            or its advisers in connection with the Acquisition 
                                            on or before 5.00pm on the business day prior 
                                            to this Announcement; 
          "Financial Services Authority"   the Financial Services Authority of the United 
           or                               Kingdom; 
           "FSA" 
          "General Meeting"                the general meeting of Alterian to be convened 
                                            in connection with the Scheme, including 
                                            any adjournment thereof; 
          "Investec"                       Investec Bank plc, financial adviser to SDL; 
          "London Stock Exchange"          London Stock Exchange Plc; 
          "Long Stop Date"                 17 May 2012; 
          "Offer Period"                   the offer period (as defined by the Code) 
                                            relating to Alterian, which commenced on 
                                            24 October 2011; 
          "Offer Price"                    110 pence per Scheme Share; 
          "Official List"                  the Official List of the UK Listing Authority; 
          "Orders"                         the order of the Court sanctioning the Scheme 
                                            under Part 26 of the Companies Act and the 
                                            order confirming the Capital Reduction, and 
                                            "Order" shall, where the context so requires, 
                                            mean either of them; 
          "Panel"                          the Panel on Takeovers and Mergers; 
          "Reduction Court Hearing"        the hearing by the Court to confirm the Capital 
                                            Reduction ; 
          "Registrar"                      the Registrar of Companies in England and 
                                            Wales; 
          "Regulations"                    the Uncertificated Securities Regulations 
                                            2001 (SI 2001/3755); 
          "Regulatory Information          a service approved by the London Stock Exchange 
           Service"                         for the distribution to the public of announcements 
                                            and included within the list maintained on 
                                            the London Stock Exchange's website; 
          "Restricted Jurisdiction"        any jurisdiction where extension or acceptance 
                                            of the Acquisition would violate the law 
                                            of that jurisdiction; 
                                           the proposed scheme of arrangement under 
           "Scheme" or "Scheme of           Part 26 of the Companies Act to effect the 
           Arrangement"                     Acquisition between Alterian and holders 
                                            of Scheme Shares (the full terms of which 
                                            will be set out in the Scheme Document), 
                                            with or subject to any modification, addition 
                                            or condition which SDL and Alterian may agree, 
                                            and if required, the Court may approve or 
                                            impose; 
          "Scheme Document"                the document to be addressed to Alterian 
                                            Shareholders containing, among other things, 
                                            the terms and conditions of the Scheme, certain 
                                            information about Alterian and SDL, the notices 
                                            convening the Shareholder Meetings, an explanatory 
                                            statement in compliance with section 897 
                                            of the Companies Act and such other particulars 
                                            as required by Part 26 of the Companies Act; 
          "Scheme Record Time"             the date and time specified in the Scheme 
                                            Document expected to be 6:00 p.m. on the 
                                            business day immediately preceding the date 
                                            of the Reduction Court Hearing; 
          "Scheme Shareholders"            holders of Scheme Shares, and "Scheme Shareholder" 
                                            shall be construed accordingly; 
          "Scheme Shares"                  the Alterian Shares: 
                                            (i) in issue at the date of the Scheme Document; 
                                            (ii) issued after the date of the Scheme 
                                            Document and prior to the Voting Record Time; 
                                            and 
                                            (iii) issued at or after the Voting Record 
                                            Time and at or before the Scheme Record Time 
                                            in respect of which the original or any subsequent 
                                            holders thereof are, or shall have agreed 
                                            in writing to be, bound by the Scheme, 
                                            in each case other than any Alterian Shares 
                                            registered in the name of, or beneficially 
                                            owned by, SDL or any member of the SDL Group; 
          "SDL"                            SDL plc, a public company registered in England 
                                            and Wales with registered number 02675207; 
          "SDL Board"                      the board of directors of SDL; 
          "SDL Directors"                  the directors of SDL from time to time; 
          "SDL Group"                      SDL and its subsidiaries and subsidiary undertakings; 
          "Shareholder Meetings"           the Court Meeting and the General Meeting, 
                                            and "Shareholder Meeting" shall be construed 
                                            accordingly; 
          "Special Resolution"             the special resolution to be proposed at 
                                            the General Meeting in connection with, inter 
                                            alia, the approval of the Scheme; 
          "Substantial Interest"           in relation to an undertaking, a direct or 
                                            indirect interest of 10 per cent. or more 
                                            of the total voting rights conferred by the 
                                            equity share capital (as defined in Section 
                                            548 of the 2006 Act) of such undertaking; 
          "Takeover Offer"                 as that phrase is defined in section 974 
                                            of the Companies Act; 
          "Third Party"                    means each of a central bank, government 
                                            or governmental, quasi-governmental, supranational, 
                                            statutory regulatory, environmental, administrative, 
                                            fiscal or investigative body, court, trade 
                                            agency, association, institution, environmental 
                                            body, or any other body or person whatsoever 
                                            in any jurisdiction; 
          "United Kingdom" or "UK"         the United Kingdom of Great Britain and Northern 
                                            Ireland; 
          "United States" or "US"          the United States of America, its territories 
           or "USA"                         and possessions, any state of the United 
                                            States of America and the District of Columbia; 
          "Voting Record Time"             the date and time specified in the Scheme 
                                            Document by reference to which entitlements 
                                            to vote at the Court Meeting will be determined, 
                                            expected to be 6:00 pm on the day which is 
                                            two days before the date of the Court Meeting 
                                            or, if the Court Meeting is adjourned, 6:00 
                                            pm on the second day before the date of such 
                                            adjourned meeting; 
          "Wider Alterian Group"           Alterian, its subsidiary undertakings, associated 
                                            undertakings and any other undertakings in 
                                            which that company and such undertakings 
                                            (aggregating their interests) have a Substantial 
                                            Interest; 
          "Wider SDL Group"                SDL, its subsidiary undertakings, associated 
                                            undertakings and any other undertakings in 
                                            which that company and such undertakings 
                                            (aggregating their interests) have a Substantial 
                                            Interest; and 
          "GBP" or "pounds sterling"       pounds sterling, or the lawful currency of 
                                            the UK from time to time.

In this Announcement, the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act.

In this Announcement, the references to the singular includes the plural and vice versa, unless the context otherwise requires. References to time are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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