Open Text Announces Proposal to Merge With PC DOCS Group International Inc.

Waterloo, ON - 1998-12-01 - Open Text Corporation (NASDAQ:OTEX; TSE:OTC), the worldwide leader in Web-based collaborative knowledge management software, today announced a proposal made to the board of directors of PC DOCS Group International Inc. (NASDAQ:DOCSF, TSE:DXX) for a merger between the two companies.

In a stock-for-stock exchange, stockholders of PC DOCS would receive 1 share of Open Text for each 4 shares of PC DOCS common stock held. This represents a premium greater than 35% of the current market price of PC DOCS shares based on yesterday's closing prices of the respective company's shares on the NASDAQ. Open Text anticipates that the transaction would be undertaken by way of plan of arrangement, which would require court approval and approval of PC DOCS board of directors and shareholders and Open Text shareholders. The transaction would also be subject to various conditions, including completion of due diligence on a basis satisfactory to the parties and regulatory approvals.

"We believe there is a natural synergy between the document management customer base of PC DOCS and our Web-based collaborative knowledge management products," said Tom Jenkins, Chief Executive Officer of Open Text Corporation. "By joining forces, we believe our combined operations would achieve increased efficiencies and enhanced support for our existing and new customers and would result in increased value for the shareholders of both companies."

The terms of the proposal were provided in a letter to the board of directors of PC DOCS on Monday, November 30, 1998, and Open Text requested a response by Tuesday, December 8, 1998.

Jenkins said, "We believe PC DOCS customers would benefit by having access to a wider range of Web technologies for collaborative knowledge management. Most importantly, PC DOCS users would have the ability to extend their applications at the enterprise and extranet levels using Livelink."

About PC DOCS

More information about PC DOCS can be found at http://www.pcdocs.com.

Trademark

Open Text and Livelink are trademarks of Open Text Corporation. All other trademarks are the property of their respective companies. This news release may contain forward looking statements relating to the future performance of Open Text Corporation and the anticipated synergies between Open Text and PC DOCS. Forward looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties include risks associated with rapid growth and the need to integrate recent and future acquisitions into Open Text's business, risks and uncertainties involving software development, risks related to rapidly evolving technology and the possible release of competitive products or other actions by competitors and other risks and uncertainties 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, 1998 and Form 10 Q for the quarters ended, December 31, 1997, March 31, 1998, and September 30, 1998.

For more information, please contact

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