Open Text Allows Earlier Offer for Hummingbird to Lapse in Favour of Arrangement with Hummingbird
Waterloo - 2006-08-15 - Open Text Corporation (TSX:OTC)(NASDAQ:OTEX), a leading provider of Enterprise Content Management (ECM) software, today announced that it has allowed the earlier offer by its wholly-owned subsidiary to acquire shares of Hummingbird at a price of US$27.75 per share to lapse in accordance with its terms. After the offer was made on July 10, 2006, Open Text entered into a previously-announced arrangement agreement with Hummingbird on August 4, 2006 that contemplates Open Text acquiring through its subsidiary all of Hummingbird s outstanding shares at a higher price of US27.85 per share, or approximately US$489 million.
The new transaction with Hummingbird is to be carried out by way of a statutory plan of arrangement and will be voted on by Hummingbird s shareholders at a meeting of shareholders currently expected to be held in mid-September. The arrangement is subject to court approval as well as certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close in early-October, shortly after receipt of Hummingbird shareholder approval and final approval of the court.
About Open Text
Open Text is a leading provider of Enterprise Content Management (ECM) software solutions that bring together people, processes and information in global organizations. Today, the Company supports approximately 20 million seats across 13,000 deployments in 114 countries and 12 languages worldwide. For more information on Open Text, go to: www.opentext.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995.
This news release may contain forward-looking statements relating to the success of any of the Company's strategic initiatives, the Company's growth and profitability prospects, the benefits of the Company's products to be realized by customers, the Company's position in the market and future opportunities therein, the deployment of Livelink and our other products by customers, and future performance of Open Text Corporation. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Forward-looking statements in this release are not promises or guarantees and are subject to certain risks and uncertainties, and actual results may differ materially. The risks and uncertainties that may affect forward-looking statements include, among others, the failure to develop new products, risks involved in fluctuations in currency exchange rates, delays in purchasing decisions of customers, the completion and integration of acquisitions, the possibility of technical, logistical or planning issues in connection with deployments, the continuous commitment of the Company's customers, demand for the Company's products and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission (SEC), including the Form 10-K for the year ended June 30, 2005. You should not place undue reliance upon any such forward-looking statements, which are based on management's beliefs and opinions at the time the statements are made, and the Company does not undertake any obligations to update forward-looking statements should circumstances or management's beliefs or opinions change.
Copyright (C) 2006 by Open Text Corporation. LIVELINK 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.
For more information, please contact
Paul McFeeters
Chief Financial Officer
Open Text Corporation
1-905-762-6121
pmcfeeters@opentext.com
Anne Marie K. Schwartz
Director, Investor Relations
Open Text Corporation
+1-617-378-3369
aschwartz@opentext.com
Greg Secord
Open Text Corporation
+1-519-888-7111 ext.2408
gsecord@opentext.com