Open Text Announces C$ 8.50 Cash Per Share Take-over For PC DOCS Group
International Inc.
WATERLOO, ONTARIO (April 29) BUSINESS WIRE -April 29, 1999--Open Text
Corporation (NASDAQ:OTEX)(TSE:OTC) today announced its intent to make
an all cash take-over bid for all of the common shares of PC DOCS Group
International Inc. (NASDAQ:DOCS)(TSE:DXX) at a price of C$8.50 per
share. This price represents a premium in excess of 20% over the recent
trading levels of PC DOCS.
Open Text believes that its all cash take-over bid of C$ 8.50 per share
is financially superior to the share exchange offer which has been made
by Hummingbird Communications Inc.
"We believe there is a natural synergy between the customer base of PC
DOCS and our Web-based products," said Tom Jenkins, Chief Executive
Officer of Open Text Corporation. "Open Text believes that the combined
operations would achieve increased efficiencies and enhanced support
for both companies' existing and new customers and would result in
increased value for the shareholders of Open Text."
Open Text has contacted PC DOCS regarding its take-over bid. Open Text
has requested that PC DOCS provide it with access to all non-public
information provided to Hummingbird by PC DOCS. It is Open Text's view
that its take-over bid constitutes a "PC DOCS Acquisition Proposal" as
defined in the Notice of Special Meeting of Shareholders and
Information Circular of PC DOCS dated April 13, 1999. As part of this
definition, Open Text has advised PC DOCS that it is prepared to enter
into an agreement for the purpose of keeping this information
confidential.
Open Text's offer will be subject to shareholders of PC DOCS holding 66
2/3% of the shares of PC DOCS on a fully diluted basis depositing their
shares to the take-over bid, to the receipt of customary regulatory
approvals, to receipt of access to the non-public information of PC
DOCS referred to above and other standard conditions.
Open Text has engaged RBC Dominion Securities Inc. to act as its lead
financial advisor on this transaction. Yorkton Securities Inc. is also
a financial advisor to Open Text on this transaction. The Company
Open Text Corporation's software and services enable the world's
largest companies to move "Toward HyperInnovation"(tm) by leveraging
the global reach and openness of collaborative intranet, enterprise and
extranet applications. Open Text(tm) has a world wide installed base of
3 million users in 3,600 corporations. Open Text's dramatic growth has
been fuelled by the rapid market acceptance of its innovative
collaborative knowledge management system, Livelink(R). 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.
Livelink is a registered trademark and Open Text, HyperInnovation,
Toward HyperInnovation and MyLivelink are trademarks of Open Text
Corporation. All other trademarks are the property of their respective
companies.
This news release may contain forward looking statements relating to
the future performance of Open Text Corporation and the anticipated
synergies between Open Text and PC DOCS. Forward looking statements,
specifically those concerning future performance, are subject to
certain risks and uncertainties, and actual results may differ
materially. These risks and uncertainties include risks associated with
rapid growth and the need to integrate recent and future acquisitions
into Open Text's business, risks and uncertainties involving software
development, risks related to rapidly evolving technology and the
possible release of competitive products or other actions by
competitors and other risks and uncertainties 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.
-0- mb/bos*
CONTACT: Open Text
Thomas J. Hearne
Chief Financial Officer
(519) 888-7111
KEYWORD: INTERNATIONAL CANADA
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