AGF Will Tender to Open Text's Accelio Offer

Waterloo, ON - 2002-01-30 - Open Text Corporation (Nasdaq:OTEX - news; TSE:OTC - news) today announced that AGF, the largest shareholder of Accelio Corporation (Nasdaq:ACLO - news; TSE:LIO - news), will tender its 2.9 million Accelio shares to the Open Text offer. This represents 11.8% of the outstanding Accelio shares.

AGF has confirmed its intention to tender to the Open Text offer, after having considered the Accelio press release of today regarding the status of its bid process. Open Text considers its offer to be financially attractive to Accelio shareholders.

The Open Text offer is for CDN$2.75 cash per Accelio share. Open Text's offer expires on February 4, 2002. Accelio shareholders are advised to contact their stockbroker or other advisers for assistance in depositing their shares to the offer.

For further information or additional copies of this document, the Letter of Transmittal or the Notice of Guaranteed Delivery please contact:

The Depositary, Computershare Trust Company of Canada

By Mail:

P.O. Box 7021
31 Adelaide Street East
Toronto, ON M5C 3H2
Attention: Corporation Actions

By Hand or by Courier:

100 University Avenue
9th Floor
Toronto, ON M5J 2Y1
Attention: Corporate Actions
Toll Free: 1.800.663.9097
E-Mail: caregistryinfo@computershare.com

Montreal
1800 McGill College Ave.
6th Floor
Montreal, QC H3A 3K9

Vancouver
510 Burrard Street
2nd Floor
Vancouver, BC V6C 3B9

Calgary
Western Gas Tower
Suite 600, 530 8th Avenue S.W.
Calgary, AB T2P 3S8

The U.S. Forwarding Agent, Computershare Trust Company of New York

Wall Street Plaza
88 Pine Street, 19th Floor
New York, NY 10005

The Information Agent for the Offer is:

D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
1-800-347-4750

The Dealer Managers for the Offer are:

In Canada

TD Securities Inc.
66 Wellington Street West, 8th Floor
Toronto, ON M5K 1A2
Telephone: 416-982-8708
Facsimile: 416-983-3176

In the United States

TD Securities (USA) Inc.
31 West 52nd Street
New York, NY 10019
Telephone: 212-827-7316
Facsimile: 212-849-6088

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
+1-519-888-7111 ext.2480
ahoverd@opentext.com

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