Results of the Tender Offer for the acquisition of ALPNET, Inc. ("ALPNET, Inc.")
SDL Maidenhead
,
United Kingdom
16 January 2002
Following the announcement on 13 December 2001 by SDL plc ("SDL" or "the Company"), a leading provider of globalization solutions, to enter into an acquisition ("The Acquisition") of ALPNET, the Company is pleased to announce the result of the Tender Offer, which closed at 5am GMT on 16th January 2002. Valid tenders were received for 24,898,388 shares of the common stock of ALPNET, Inc., representing approximately 77% of the common stock in issue, at a strike price of $0.21 per share.
Arctic Inc. (a wholly owned subsidiary of SDL) intends to exercise its option to purchase additional common shares of ALPNET so that following such exercise Arctic Inc. will own shares representing 90.1% of the outstanding common shares of ALPNET. After exercising such option, SDL intends to complete the merger of Arctic Inc. with and into ALPNET under Section 16-10a-1104 of the Utah Revised Business Corporation Act and thereby acquire all remaining common shares which have not been tendered.
The key components of the Acquisition are as follows:
- SDL is a leading globalization services and software business. Combining SDL and ALPNET will create one of the largest globalization companies in the world
- ALPNET is an excellent geographic and technological fit with SDL, and will create substantial leverage for the sale of SDL products to ALPNET's client base
- ALPNET has expertise in several sectors that SDL does not currently serve, with a particular strength in the automotive sector (clients include General Motors, Daimler Chrysler, Volvo, Rolls Royce, Audi, DAF and Bosch)
- The enlarged group will be a global leader in the information technology and financial sectors, with major clients including Microsoft, Adobe, Oracle, Hewlett Packard, Sun Microsystems, Compaq, IBM, Morgan Stanley and CIBC
- The integration of complementary technologies will provide considerable development cost savings and increased operating margins in the medium term
- SDL raised £7.2m (gross) through a Placing and Open Offer, in order to finance the acquisition of ALPNET and provide additional working capital for the enlarged group
Commenting on the acquisition of ALPNET, Mark Lancaster, Chairman and Chief Executive of SDL, said:
"ALPNET is a well recognised leader in the field of globalization support. The excellent match between each company's interests will provide the enlarged group with further critical mass to dominate this sector and will create a leading presence in the fast-developing market for associated application software support. We believe that companies' requirements to maximise their international growth potential is a key driver of the purchasing and integration of globalization technology and services. Since SDL floated on the London Stock Exchange in December 1999, our strategy has consistently been to develop technology to increase margins and consolidate a fragmented market. The acquisition of ALPNET is another key step in fulfilling this ambition."
About SDL
SDL is the leader in Global Information Management (GIM) solutions that empower organizations to accelerate the delivery of high-quality multilingual content to global markets. Its enterprise software and services integrate with existing business systems to manage the delivery of global information from authoring to publication and throughout the distributed translation supply chain.
Global industry leaders rely on SDL to provide enterprise software or hosted services for their GIM processes, including ABN-Amro, Best Western, Bosch, Canon, Chrysler, CNH, Hewlett-Packard, Microsoft, Philips, SAP, Sony, SUN Microsystems and Virgin Atlantic.
SDL has implemented more than 480 enterprise GIM solutions, has deployed over 150,000 software licenses across the GIM ecosystem and provides access to on-demand translation portals for 10 million customers per month. Over 1,000 service professionals deliver consulting, implementation and language services through its global infrastructure of more than 50 offices in 30 countries. For more information, visit
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