Open Text Increases Purchase Offer to US$20.00 Per Share
Offer Extended to January 14, 2000
WATERLOO, Ontario--(BUSINESS WIRE)--Dec. 14, 1999--Open Text(TM) Corporation (NASDAQ: OTEX)(TSE: OTC) today varied its offer to purchase common shares of the Company by increasing the purchase price payable to US$20.00 per share, and extending the Offer until 5:00 p.m. EST on January 14, 2000. The Company may purchase, for cancellation, up to 4,000,000 of its common shares (collectively, the "Revised Offer"). As of 3:30 p.m. EST on December 14, 1999, 1,620 common shares had been deposited pursuant to the Offer. The number of shares that may be purchased under the Revised Offer is approximately 16.9 % of the 23,605,470 currently issued and outstanding. The terms and procedures for tendering shares, under the Revised Offer, are contained in the Notice of Variation that will be mailed to shareholders on or about December 15, 1999.
Other than the increased offer price and extension, the terms of the Revised Offer are the same as those outlined in the original Offer sent to shareholders on or about November 10, 1999. The Company's Revised Offer continues to provide for a proportionate tender option; as well as for an odd-lot program.
"Our Board of Directors believes that the current market price for the Company's common shares does not adequately reflect the value of Open Text Corporation's business and future prospects," says Tom Jenkins, Chief Executive Officer, Open Text. "The Revised Offer represents an attractive use of Company resources, and is in the interests of the Company and its shareholders. The buy-back will be funded primarily through proceeds from the sale of the Company's investments in Internet companies."
Through the quarter to date, the Company has realized gains of approximately US$35 million from the sale of certain Internet interests. The gains will be used toward funding the Revised Offer. Also, during the quarter, the Company will complete a restructuring in operations which is anticipated to result in a one-time charge of approximately US$2 million. The Company has undertaken this restructuring with the expectation of improving operating efficiencies.
Merrill Lynch & Co. in the United States and Merrill Lynch Canada Inc. will continue to act as dealer managers and MacKenzie Partners, Inc. will continue to act as information agent for the Revised Offer. Any questions or requests for assistance or for additional copies of the Notice of Variation, Offer, the Letter of Transmittal or the Notice of Guaranteed Delivery relating to the Revised Offer, may be directed to the information agent at 212-929-5500 or 800-322-2885 or Merrill Lynch Canada Inc. at 416-369-7755. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Revised Offer.
About Open Text
Open Text has pioneered the development of intranet, extranet and corporate portal solutions that allow organizations to innovate at a consistently faster rate. We call it HyperInnovation(TM) and it is already a major factor in the success of more than 3,600 companies around the world. Open Text has become the largest supplier of collaborative, Web-based solutions for the enterprise with over 3.5 million users in 31 countries speaking 12 languages throughout the world. Recent studies by International Data Corporation and the Delphi Group found Open Text to be the leader in both installed base growth and market share. Further information about the company and our solutions can be found at opentext.com.
Copyright (c) 1999 by Open Text Corporation. Livelink, 'Effective Solutions. Driven By Vision. Powered By Innovation.', HyperInnovation, and Open Text are trademarks or registered trademarks of Open Text Corporation. This list is not exhaustive. Other product and company names herein may be trademarks of their respective owners.
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, 1999, Form 10-K/A2 for the year ended June 30, 1998, Form 10-Q/A for the quarters ended December 31, 1998 and March 31, 1999 and Form 10-Q for the quarter ended September 30, 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.
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Contact:
Open Text Corporation
Margaret E. Dobbin
(519) 888-7111 x2410
mdobbin@opentext.com |
