Open Text Announces Status of IXOS Tender Offer
Over 70% of Shares Tendered
Official Results of First Stage of Offer to be Released February 5, 2004
Waterloo, ON - 2004-02-02 - Open Text Corporation (Nasdaq: OTEX; TSX: OTC), an enterprise content management (ECM) vendor and provider of Livelink®, the leading collaboration and knowledge management software for the global enterprise, today announced that, based on preliminary results, in excess of 15,000,000 shares of IXOS Software AG (Nasdaq: XOSY, Frankfurt: XOS), representing over 70% of the outstanding IXOS shares, have been tendered during the initial acceptance period under the Offer by its wholly-owned subsidiary, 2016091 Ontario Inc. Of the IXOS shares tendered under the Offer, over 90% have been tendered for the Alternative Share and Warrant Consideration consisting of Open Text shares and warrants, with the balance tendered for cash.
The initial acceptance period for the tender offer expired as of 12:00 noon (local time Frankfurt/Main, Germany) on Friday, January 30, 2004. Official results of the tenders made in the initial acceptance period will be announced on February 5, 2004.
As required by German law, an additional two-week mandatory acceptance period under the Offer will begin on February 6, 2004 and will expire at 12:00 p.m.(local time Frankfurt/Main, Germany) on February 19, 2004. Shareholders that did not accept the Offer prior to January 30, 2004 will be able to do so during this period.
The cash consideration of 9 Euro per IXOS share and the Alternative Share and Warrant Consideration under the Offer remain unchanged. The Alternative Share and Warrant Consideration consists of 0.5220 of an Open Text common share and 0.1484 of a warrant for each IXOS share, each whole warrant exercisable to purchase one Open Text common share for up to one year from the closing of the Offer at a strike price of US$20.75 per share.
With the acquisition of IXOS shares by 2016091 Ontario, remaining holders of IXOS shares are reminded that, following completion of the Offer, there may be a decline in the volume of trading of IXOS shares and an increase in the volatility of the IXOS share price, as discussed in the Offer.
IXOS shareholders that wish to accept the Offer during the mandatory acceptance period should consult their bank or financial adviser through which they hold their shares.
All information relating to the Offer is contained in the offer document published on the Internet at: www.2016091ontario.de and is available free of charge from Commerzbank Aktiengesellschaft, ZGS-CMAD, DLZ 2, Mainzer Landstrasse 153, 60327 Frankfurt am Main, Germany, fax no. +49 (0) 69 136-44598.
About Open Text
Open Text is the market leader in providing Enterprise Content Management (ECM) solutions that bring together people, processes and information in global organizations. Since launching the world's first Internet search engine and the first Web-based enterprise collaboration and knowledge management software, Open Text has continued its leadership in providing global enterprises with innovative and effective solutions. Throughout its history, Open Text has matched its tradition of innovation with a track record of financial strength and growth. Today, the Company supports fifteen million seats across 10,000 deployments in 31 countries and 12 languages worldwide. Open Text s flagship product, Livelink® seamlessly combines collaboration with content management, helping organizations transform information into knowledge to provide the foundation for innovation, compliance and accelerated growth. For more information on Open Text and Livelink, go to: www.opentext.com and www.opentext.com/products/livelink/enterprise-server.
Trademark
Copyright © 2004 by Open Text Corporation. LIVELINK, LIVELINK MEETINGZONE, and OPEN TEXT are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.
Release Disclaimer
This press release may contain "forward-looking statements" relating to the proposed acquisition of IXOS 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 completion and integration of the transaction and the actual results, performance or achievements of IXOS or the Company, or developments in IXOS' or the Company's business or its industry, to differ materially from the anticipated completion and integration of the transaction and 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:
- risks involved in whether and when the proposed acquisition will be completed and, if completed, in the integration of IXOS into the Company;
- costs related to the business combination;
- the satisfaction of closing conditions including the receipt of regulatory approvals;
- expected cost savings from the acquisition may not be fully realized or realized within the expected time frame;
- revenue of the combined company may be lower than expected;
- the possibility of technical, logistical or planning issues in connection with deployments;
- costs or difficulties related to obtaining stockholder approval for completing the acquisition, if obtained at all;
- legislative or regulatory changes may adversely affect the businesses in which the companies are engaged;
- economic and political conditions in the United States and abroad; and
- changes may occur in the securities or capital markets.
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 by the Company with the SEC, the Ontario Securities Commission and other securities regulatory authorities across Canada, including the Company's Report on Form 10-K for the fiscal year ended June 30, 2003 and the Company s report on Form 10-Q for the three months ended September 30, 2003. 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 the Company and IXOS disavow and disclaim any obligation to do so.
For more information, please contact
Anne Marie Rahm
Director, Investor Relations
Open Text Corporation
+1-617-204-3359
arahm@opentext.com
Alan Hoverd
Chief Financial Officer
Open Text Corporation
+1-905-762-6222
ahoverd@opentext.com
Greg Secord
Open Text Corporation
+1-519-888-7111 ext.2408
gsecord@opentext.com
