Open Text Increases Purchase Offer to US$20.00 Per Share
Waterloo, ON - 1999-12-14 - Open Text Corporation (NASDAQ: OTEX, TSE: OTC), today varied its offer to purchase common shares of the Company by increasing the purchase price payable to US$20.00 per share, and extending the Offer until 5:00 p.m. EST on January 14, 2000. The Company may purchase, for cancellation, up to 4,000,000 of its common shares (collectively, the "Revised Offer"). As of 3:30 p.m. EST on December 14, 1999, 1,620 common shares had been deposited pursuant to the Offer. The number of shares that may be purchased under the Revised Offer is approximately 16.9 % of the 23,605,470 currently issued and outstanding. The terms and procedures for tendering shares, under the Revised Offer, are contained in the Notice of Variation that will be mailed to shareholders on or about December 15, 1999.
Other than the increased offer price and extension, the terms of the Revised Offer are the same as those outlined in the original Offer sent to shareholders on or about November 10, 1999. The Company's Revised Offer continues to provide for a proportionate tender option; as well as for an odd-lot program.
"Our Board of Directors believes that the current market price for the Company's common shares does not adequately reflect the value of Open Text Corporation's business and future prospects," says Tom Jenkins, Chief Executive Officer, Open Text. "The Revised Offer represents an attractive use of Company resources, and is in the interests of the Company and its shareholders. The buy-back will be funded primarily through proceeds from the sale of the Company's investments in Internet companies."
Through the quarter to date, the Company has realized gains of approximately US$35 million from the sale of certain Internet interests. The gains will be used toward funding the Revised Offer. Also, during the quarter, the Company will complete a restructuring in operations which is anticipated to result in a one-time charge of approximately US$2 million. The Company has undertaken this restructuring with the expectation of improving operating efficiencies.
Merrill Lynch & Co. in the United States and Merrill Lynch Canada Inc. will continue to act as dealer managers and MacKenzie Partners, Inc. will continue to act as information agent for the Revised Offer. Any questions or requests for assistance or for additional copies of the Notice of Variation, Offer, the Letter of Transmittal or the Notice of Guaranteed Delivery relating to the Revised Offer, may be directed to the information agent at 212-929-5500 or 800-322-2885 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 Revised Offer..
For more information, please contact
Margaret E. Dobbin
Director, Industry Analyst Relations
Open Text Corporation
+1-519-888-7111 ext.2410
mdobbin@opentext.com