OSC Confirms Open Text Position on Timing of Its Offer for Accelio

Waterloo, Ontario - 2002-01-14 - Open Text Corporation (NASDAQ:OTEX, TSE:OTC) today announced that the staff of the Ontario Securities Commission (the "OSC") has confirmed Open Text's position that its offer to acquire all the outstanding common shares of Accelio Corporation commenced on December 20, 2001, and not December 31, 2001 as stated in various Accelio communications including its Directors' Circular.

The Directors' Circular contains incorrect information about the timing of the Open Text offer. Open Text considered the position taken by Accelio and its Board of Directors that the offer started December 31 was incorrect and unsupportable. The OSC confirmed Open Text's position and Accelio issued a press release Friday evening, January 11, 2002 in this regard.

On January 9, 2002, Open Text sought an order from the OSC to compel Accelio to provide this information. Accelio mailed this information on January 10, 2002, which is six days after the statutory deadline. As a result of the OSC confirmation of Open Text's position that its offer commenced on December 20, Open Text considers that there has been sufficient clarification of the confusion created by Accelio and its incorrect public statements. Open Text therefore intends to withdraw its application to the OSC. Open Text will not seek to have Accelio re-print and re-mail its Directors' Circular.

Accelio shareholders are advised that the Open Text offer properly commenced on December 20, and is a Permitted Bid as defined under the Accelio Shareholder Rights Plan. To ensure that Accelio shareholders have sufficient time to review the offer, the offer is open for 46 days, which is 11 days longer than required under Canadian securities laws.

Open Text's offer expires on February 4, 2002.

About Open Text

Open Text provides collaborative commerce solutions for e-business that enable users to extend and build CRM, SCM and ERP applications and allow them to work together within and across organizations. Open Text has pioneered the development of innovative intranet, extranet and e-business applications. Since creating one of the first search engines to index the World Wide Web, the Company has remained at the forefront of Internet-based technologies. Its solution family called Livelink enables individuals, teams, organizations, and global trading communities to collaborate on e-business applications that facilitate e-commerce and other transactions among Global 2000 organizations. For more information, visit www.opentext.com.

Release Disclaimer

This press release may contain "forward-looking statements" relating to the proposed acquisition of Accelio Corporation and the future performance of Open Text Corporation (the "Company"). Forward-looking statements are neither promises nor guarantees, but are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to:

  1. risks involved in the completion and integration of the acquisition;
  2. expected cost savings from the acquisition may not be fully realized or realized within the expected time frame;
  3. revenue of the combined company may be lower than expected;
  4. the possibility of technical, logistical or planning issues in connection with deployments;
  5. costs or difficulties related to obtaining regulatory approvals for completing the acquisition and, following the acquisition, the integration of the companies may be greater than expected;
  6. legislative or regulatory changes may adversely affect the businesses in which the companies are engaged; and
  7. changes may occur in the securities or capital markets.
A more detailed discussion of these and other important risk factors can be found in the sections entitled "Business", "Quantitative and Qualitative Disclosure About Market Risk" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in documents filed with the Securities and Exchange Commission, the Ontario Securities Commission and other securities commissions across Canada, including the Company's Report on Form 10-K for the fiscal year ended June 30, 2001. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and Open Text disavows and disclaims any obligation to do so.

For more information, please contact

Alan Hoverd
Chief Financial Officer
Open Text Corporation
519-888-7111 ext.2480

Greg Secord
Open Text Corporation
+1-519-888-7111 ext.2408
gsecord@opentext.com