Open Text Files Hummingbird Acquisition Documents Pursuant To National Instrument 62-103
Waterloo, Ontario - 2006-10-02 - Open Text Corporation (NASDAQ:OTEX, TSX:OTC), a leading provider of Enterprise Content Management (ECM) software, today announced that it has filed documents in accordance with its acquisition of Hummingbird Ltd. (NASDAQ:HUMC, TSX:HUM) under National Instrument 62-103.
EARLY WARNING REPORT AND PRESS RELEASE FILED PURSUANT TO
NATIONAL INSTRUMENT 62-103
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Sections 176 (1), 176 (2), and 176(3) of the Securities Act (>Alberta) Sections 111(1) and 111(2) of the Securities Act (British Columbia) Sections 92(1) and 92(2) of the Securities Act (Manitoba) Sections 102(1) and 102(2) of the Securities Act (Newfoundland) Sections 107(1) and 107(2) of the Securities Act (Nova Scotia) Sections 101(1) and 101(2) of the Securities Act (Ontario) Sections 147.11 and 147.12 of the Securities Act (Quebec) Sections 126 (1) and (2) of the Securities Act (New Brunswick) Sections 110(1) and 110(2) of the Securities Act, 1988 (>Saskatchewan) |
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Name and address of the offeror:
6575064 Canada Inc.
c/o Osler, Hoskin & Harcourt LLP
P.O. Box 50
1 First Canadian Place
Toronto, Ontario M5X 1B8 -
Designation and number or principal amount of securities and the offeror s securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:
On October 2, 2006, 6575064 Canada Inc. ( AcquisitionCo ), a wholly-owned subsidiary of Open Text Corporation ( Open Text ), acquired ownership and control of 16,856,549 common shares of Hummingbird Ltd. ( Hummingbird ) which, together with the 764,850 common shares of Hummingbird owned by AcqusitionCo by way of purchase from its parent, Open Text, prior to such acquisition, represent all of the issued and outstanding shares of Hummingbird, pursuant to a plan of arrangement (the Plan of Arrangement ) under section 192 of the Canada Business Corporations Act ( CBCA ). -
Designation and number or principal amount of securities and the offeror s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release:
After acquiring the common shares indicated in question 2 above, AcquisitionCo owns all of the issued and outstanding common shares of Hummingbird. -
Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in question 3 over which
- the offeror, either alone or together with any joint actors, has ownership and control,
- the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, and
- the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
AcquisitionCo has ownership and control of 17,621,399 common shares, which represent all of the issued and outstanding common shares of Hummingbird. -
Name of the market in which the transaction or occurrence that gave rise to the news release took place:
The common shares were acquired pursuant to an arrangement under Section 192 of the CBCA. -
Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
Not applicable. -
General nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:
AcquisitionCo, Open Text, and Hummingbird entered into the Arrangement Agreement made as of made as of August 4, 2006 and amended effective September 19, 2006 in connection with the Plan of Arrangement. -
Names of any joint actors in connection with the disclosure required by Appendix E to NI 62-103:
Open Text Corporation. -
In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:
The common shares were acquired at a price of US$27.85 per common share. -
If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of NI 61-103 in respect of the reporting issuer s securities:
Not applicable.
About Open Text
Open Text is a leading provider of Enterprise Content Management (ECM) 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