Open Text Announces Offer To Repurchase 4,000,000 Of Its Shares At Us$14.00 Per Share

Waterloo, ON - 1999-11-10 - Open Text Corporation (NASDAQ:OTEX; TSE:OTC), today announced an offer to purchase for cancellation up to 4,000,000 of its common shares for US$14.00 per share (the "Offer"). The number of shares that may be purchased is approximately 16.9 % of the 23,605,470 currently issued and outstanding. The Offer expires at 5:00 p.m., Toronto time, December 14, 1999, unless extended by the Company. Full particulars of the Offer, including conditions of the Offer and procedures for tendering shares, are contained in the issuer bid circular that will be mailed to shareholders on or about November 10, 1999.

Open Text's Offer contains a proportionate tender option that allows shareholders to retain the same ownership interest in the Company that they held before the Offer. Shareholders selecting the proportionate tender option must tender all their shares. The Company would then purchase the number of shares required to maintain their percentage ownership position. The Offer will also enable those holding an odd lot of Open Text shares -- i.e. less than 100 shares -- to have their entire holding accepted for purchase without proration.

Tom Jenkins, Chief Executive Officer, stated: "Our Board of Directors believe that the current market price of Open Text's common shares does not fully reflect the value of our business and future prospects. This offer represents an effective use of Open Text's resources and is in the best interests of all of its shareholders. The buy-back will be funded in large part through the sale of the Company's investments in Internet companies. As a result, even without an increase in overall earnings, the Company's earnings per share will improve without precluding future business opportunities. Further, the buy-back will not affect our ability to aggressively pursue quality acquisitions as part of our stated business strategy."

This Offer follows the announcement by Open Text on October 28, 1999 of its intention to purchase up to 2,000,000 shares through the facilities of The Toronto Stock Exchange and the NASDAQ National Market over the next 12 months pursuant to a Normal Course Issuer Bid (share repurchase program). Under the Normal Course Issuer Bid, Open Text has acquired 849,300 of its outstanding common shares at prices ranging from US$11.45 to US$25.00 per share. Open Text will not be acquiring any shares pursuant to the current Normal Course Issuer Bid until at least 10 business days after the expiration of the Offer.

Merrill Lynch & Co. in the United States and Merrill Lynch Canada Inc. will act as dealer managers and MacKenzie Partners, Inc. will act as information agent for the Offer. Any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery related to the Offer, may be directed to the information agent at 212-929-5500 (call collect) or 1-800-322-2885 (toll free) or Merrill Lynch Canada Inc. at 416-369-7755. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

Trademark

Copyright © 1999 by Open Text Corporation. Livelink, 'Effective Solutions. Driven By Vision. Powered By Innovation.', HyperInnovation, and Open Text are trademarks or registered trademarks of Open Text Corporation. This list is not exhaustive. Other product and company names herein may be trademarks of their respective owners.

Release Disclaimer

This news release may contain forward-looking statements relating to the deployment of Livelink by customers, and future performance of Open Text Corporation. Forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties include, among others, risks involved in the completion and integration of acquisitions, the possibility of technical, logistical or planning issues in connection with deployments, the continuous commitment of the Company's customers and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission (SEC), including the final prospectus for the company's initial public offering of common stock in January 1996, Form 10-K for the years ended June 30, 1997 and June 30, 1999, Form 10-K/A2 for the year ended June 30, 1998, Form 10-Q/A for the quarters ended December 31, 1998 and March 31, 1999 and Form 10-Q for the quarter ended September 30, 1999. Forward-looking statements are based on management's beliefs and opinions at the time the statements are made, and the Company does not undertake any obligations to update forward-looking statements should circumstances or management's beliefs or opinions change.

For more information, please contact

Margaret E. Dobbin
Director, Industry Analyst Relations
Open Text Corporation
+1-519-888-7111 ext.2410
mdobbin@opentext.com