Full text of press release:
Open Text Announces Agreement To Acquire Microstar Software
Open Text Strengthens Market Position with addition of XML solutions provider
Waterloo, on. — July 26, 1999 — Open Text Corporation (NASDAQ:OTEX; TSE:OTC) today announced it has entered into an agreement with Microstar Software Ltd (TSE:MSS) of Ottawa, Ontario to acquire all the outstanding shares of Microstar for $2.10 per share payable in cash. Microstar, which had revenues of $6.2 million for its last fiscal year ended January 31, 1999, is a leader in the XML software field.
"The purchase of Microstar Software will add to our XML based capability to help our e-business customers adopt our Livelink technology more rapidly in Extranets. In addition, Microstar has a great deal of experience in the government sector and this is also a great benefit for our government customers," says Tom Jenkins, chief executive officer of Open Text Corporation. "This continues our strategy of rapid growth through well-thought-out acquisitions."
Peter Jordan, chairman of Microstar Software Ltd said, "Joining with Open Text will be excellent for Microstar's employees, since they will have access to expanded opportunities within Open Text, as well as continue to serve the existing Microstar customers with a wider range of services and support. XML knowledge and experience together with market leading Livelink technology is a very compelling combination for enterprise wide e-business applications."
Microstar has agreed not to solicit other offers and has agreed to pay Open Text a break-up fee equal to approximately 4% of the equity value of Microstar if the transaction is not completed in certain circumstances. In addition, Microstar has granted an option to Open Text, exercisable only in the circumstances in which the break-up fee is payable, to purchase treasury common shares equal to 19% of the issued and outstanding shares of Microstar at an exercise price of $2.10 per share. The offer is subject to standard conditions including at least 66 2/3% of the shares being tendered to the offer, regulatory approvals and due diligence. Shareholders holding in the aggregate approximately 35% of the shares of Microstar have agreed to tender their shares to the offer.
About Microstar
Microstar Software Ltd. provides structured information management solutions comprised of technology and services for Global 2000 companies. These solutions enable Microstar's customers to effectively and economically create, manage and distribute their corporate knowledge assets. The company is recognized for its innovative standards-based solutions based on SGML and XML. Microstar's technology expertise includes the development of XML and SGML tools such as Near & Far® Designer and the Ælfred XML parser. The company is listed on the Toronto Stock Exchange (MSS). Information about Microstar Software Ltd. is available on the World Wide Web at microstar.com.
About Livelink
Livelink is a highly scaleable, collaborative knowledge management application for intranets and extranets. Livelink's richly-featured enterprise document management, virtual team collaboration, business process automation, enterprise group scheduling and information retrieval services are tightly integrated into an off-the-shelf application that is easily customized and extended to fill a broad range of information and knowledge management needs. Livelink servers are fully Web-based and open-architected to ensure very rapid deployment, requiring just a standard Web browser on users' desktops to access its full functionality. Livelink runs on Microsoft Windows NT® and the leading UNIX platforms and supports most popular relational database management systems.
About Open Text
Open Text Corporation's software and services enable the world's largest companies to move "Toward HyperInnovation"™ by leveraging the global reach and openness of collaborative intranet, enterprise and extranet applications. Open Text has a worldwide installed base of 3 million users in 3,600 corporations. Open Text's dramatic growth has been fueled by the rapid market acceptance of its innovative collaborative knowledge management system, Livelink. The company has been named the growth leader by the Delphi Group and the market share leader by International Data Corporation. Further information about the company, its products and services, and its partners and customers can be found at opentext.com.
Release Disclaimer
Livelink is a registered trademark of Open Text Corporation. Open Text and HyperInnovation are trademarks of Open Text Corporation. Microstar and Near and Far are registered trademark of Microstar Software Ltd. All other trademarks are the property of their respective companies.
This news release may contain forward-looking statements relating to the deployment of Livelink by customers, and future performance of Open Text Corporation. Forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties include, among others, risks involved in 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 and other risks detailed from time to time 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 September 30, 1998, December 31, 1998 and March 31, 1999. Forward-looking statements 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.
Press Contact
Thomas J. Hearne
Chief Financial Officer
Open Text Corporation
Phone: (519) 888-7111
Margaret E. Dobbin
Public Relations & Investor Relations Manager
Open Text Corporation
Phone: (519) 888-7111
E-mail: mdobbin@opentext.com
Sarah Burns
High Road Communications
Phone: (416) 368-8348
E-mail: sburns@highrd.com
Gillian Brouse, Investor Relations
Reid-Eddison Inc.
(613) 230-1863
gillian@reideddison.com
Microstar Inc.
(613) 596-2233
ir@microstar.com
Investor Relations
Margaret E. Dobbin
Public Relations & Investor Relations Manager
Open Text Corporation
Phone: (519) 888-7111
E-mail: mdobbin@opentext.com
|
