Aterian Plc Regulatory News (ATN)

4 May 2005 14:30

TietoEnator Corporation04 May 2005 Not for release, publication or distribution in, into or from Australia, Canada,Japan or the United States 4 May 2005 RECOMMENDED ALL CASH OFFER by REGENT ASSOCIATES LIMITED on behalf of TIETOENATOR FINANCIAL SOLUTIONS UK LIMITED for ATTENTIV SYSTEMS GROUP PLC INCREASED RECOMMENDED CASH OFFER Increased recommended cash offer TietoEnator Financial Solutions announces that it is increasing its all cashoffer of 71 pence per AttentiV Share to 85.5 pence in cash per AttentiV Share(the "Increased Offer"). The AttentiV Board has confirmed to TietoEnatorFinancial Solutions that it is recommending AttentiV shareholders to accept theIncreased Offer, in the absence of a higher offer being made. TietoEnatorFinancial Solutions has received acceptances to its Offer and irrevocableundertakings and letters of intent to accept the Increased Offer from AttentiVShareholders holding a total of 37,933,585 AttentiV Shares, representingapproximately 62.6 per cent. of AttentiV's existing issued share capital. The Offer, as increased pursuant to this announcement, is being extended,subject to the terms and conditions set out in the Offer Document, and willremain open for acceptance until 3.00 p.m. (London time) on 26 May 2005 (the"Extended Closing Date"). The Increased Offer document will be despatched toAttentiV Shareholders as soon as practicable together with additional Forms ofAcceptance. The existing Forms of Acceptance remain valid for use in connectionwith the Increased Offer. TietoEnator Financial Solutions has agreed that, in the event that validacceptances of the Increased Offer have been received by not later than theExtended Closing Date in respect of not less than 55 per cent. in nominal valueof the AttentiV Shares to which the Increased Offer relates and the IncreasedOffer is not declared unconditional as to acceptances by 8.00 a.m. (London time)on the following business day, the Increased Offer will be extended for not lessthan the period expiring 7 days following the first closing date of the offerannounced by Microgen plc on 28 April 2005. Irrevocable undertakings, letters of intent and acceptances TietoEnator Financial Solutions announces that it has received irrevocableundertakings to accept the Increased Offer from AttentiV Shareholders in respectof 12,937,362 AttentiV Shares representing in aggregate approximately 21.4 percent. of AttentiV's existing issued share capital. In addition, TietoEnator Financial Solutions has received letters of intentionto accept the Increased Offer from AttentiV Shareholders in respect of10,029,195 AttentiV Shares representing in aggregate approximately 16.6 percent. of AttentiV's existing issued share capital. Accordingly, TietoEnator Financial Solutions has received irrevocableundertakings and letters of intent to accept the Increased Offer in respect of atotal of 22,966,557 AttentiV Shares representing in aggregate approximately 37.9per cent. of AttentiV's existing issued share capital. Aggregating the above irrevocable undertakings and letters of intent to acceptthe Increased Offer with acceptances which TietoEnator Financial Solutions hasalready received to its Offer (see below), TietoEnator Financial Solutions hasacquired or contracted to acquire, and has received indications of an intentionto accept the Increased Offer from AttentiV Shareholders holding, a total of37,933,585 AttentiV Shares representing in aggregate approximately 62.6 percent. of AttentiV's existing issued share capital. Irrevocable undertakings referred to above to accept the Increased Offer fromAttentiV Shareholders holding, in aggregate, approximately 6.0 per cent. ofAttentiV's existing issued share capital will cease to be binding only in theevent of an announcement of a third party offer representing at least a 10 percent. premium to the value of the Increased Offer. The remaining irrevocable undertaking to accept the Increased Offer referred toabove in respect of approximately 15.4 per cent. of AttentiV's existing issuedshare capital will cease to be binding only in the event of an announcement of athird party offer representing at least a 5 per cent. premium to the value ofthe Increased Offer. Acceptance levels TietoEnator Financial Solutions announces that, as at 3.00 p.m. (London time) on3 May 2005, it had received valid acceptances of the Offer in respect of14,967,028 AttentiV Shares representing approximately 24.7 per cent. ofAttentiV's existing issued share capital. Inducement fee AttentiV has agreed to pay TietoEnator Financial Solutions an increasedinducement fee representing, when aggregated with any inducement fee payable toMicrogen plc, no more than 1 per cent. of the Increased Offer Value in the eventthat a competing offer is announced during the period before the Increased Offerlapses or is withdrawn and subsequently any independent competing offer becomesor is declared unconditional in all respects. Financial impact on TietoEnator The financial effect of the AttentiV acquisition at the Increased Offer price onTietoEnator's earnings per share is expected to be positive in 2005. Thisstatement should not be taken to mean that TietoEnator's earnings per share for2005 or subsequent periods will be greater than that of prior periods. General Prior to the announcement of the Offer on 5 April 2005, TietoEnator had receivedirrevocable undertakings to accept the Offer from the directors of AttentiV inrespect of all holdings of AttentiV Shares registered in their names amountingto, in aggregate, 36,363 AttentiV Shares, representing approximately 0.1 percent. of AttentiV's existing issued share capital. TietoEnator had also receivedirrevocable undertakings to accept the Offer from other AttentiV Shareholders inrespect of 13,290,949 AttentiV Shares, representing approximately 21.9 per cent.of AttentiV's existing issued share capital. On 5 April 2005, TietoEnator announced that it had received an irrevocableundertaking to accept the Offer from another AttentiV Shareholder in respect of2,500,000 AttentiV Shares, representing approximately 4.1 per cent. ofAttentiV's existing issued share capital. Acceptances received pursuant to irrevocable undertakings to accept the Offer inrespect of 13,554,684 AttentiV Shares representing approximately 22.4 per cent.of AttentiV's existing issued ordinary share capital are included in the levelof acceptances of AttentiV Shares referred to above. Save as disclosed in this announcement or in the Offer Document, neitherTietoEnator Financial Solutions, nor any person acting in concert withTietoEnator Financial Solutions, held any AttentiV Shares (or rights over anyAttentiV Shares) prior to the Offer Period and neither TietoEnator FinancialSolutions nor any person acting in concert with TietoEnator Financial Solutions,has acquired or agreed to acquire any AttentiV Shares (or rights over anyAttentiV Shares) since the commencement of the Offer Period. Terms defined in the offer document dated 14 April 2005 have the same meaningsin this announcement, save where the context otherwise requires. Enquiries TietoEnator Financial Solutions UK LimitedAke Plyhm +46 8632 1410Paivi Lindqvist +358 9 862 63276 Regent Associates LimitedJames Calvert 01753 800700Robert FergussonSarah McNicholas This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities pursuant to the Increased Offer or otherwise. The availability of the Increased Offer to persons not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which theyare located or to which they are subject. Persons who are not resident in theUnited Kingdom or who are subject to other jurisdictions should informthemselves of, and observe, any applicable requirements. Any person (includingnominees, trustees and custodians) who would, or otherwise intends to, forwardthis announcement, the Increased Offer Document and the Form of Acceptance orany accompanying document to any jurisdiction outside the United Kingdom shouldrefrain from doing so and seek appropriate professional advice before taking anyaction. The Increased Offer will not be made, directly or indirectly, in or into, or byuse of the mails of, or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or of any facility of a national securities exchange of, nor will it be madein or into Australia, Canada, Japan or the United States and the Increased Offerwill not be capable of acceptance by any such use, means, instrumentality orfacility. Accordingly copies of this Announcement and any other documentsrelated to the Increased Offer are not being, and must not be, mailed orotherwise forwarded, distributed or sent in or into Australia, Canada, Japan orthe United States and persons receiving such documents (including custodians,nominees and trustees) must not distribute or send them in, into or fromAustralia, Canada, Japan or the United States. The Loan Notes to be issued pursuant to the Loan Note Alternative have not been,and will not be, registered under the Securities Act or under any relevantsecurities laws of any state or other jurisdiction of the United States or therelevant securities laws of Japan, nor have clearances been, nor will they be,obtained from the securities commission or similar authority of any province orterritory of Canada, nor has a prospectus in relation to the Loan Notes been,nor will one be, lodged with or registered by the Australian Securities andInvestments Commission nor have any steps been taken, nor will any steps betaken, to enable the Loan Notes to be offered in compliance with applicablesecurities laws of Japan. Accordingly, unless an exemption under such act orsecurities laws is available, Loan Notes may not be offered, sold, re-sold ordelivered, directly or indirectly, in or into, or by use of the mails of, or byany means or instrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of or any facility of anational securities exchange of Australia, Canada, Japan or the United States,or any other jurisdiction in which an offer of Loan Notes would constitute (orresult in the Increased Offer constituting) a violation of relevant laws orrequire registration thereof, or to or for the account or benefit of anyresident of Australia, Canada, or Japan or the United States. Regent Associates Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as financialadviser to TietoEnator and TietoEnator Financial Solutions in connection withthe Increased Offer and no one else and will not be responsible to anyone otherthan TietoEnator and TietoEnator Financial Solutions for providing theprotections afforded to clients of Regent Associates Limited. nor for providingadvice in relation to the Increased Offer. This information is provided by RNS The company news service from the London Stock Exchange