WATERLOO, Ontario--(BUSINESS WIRE)--April 29, 1999--Open Text Corporation
(NASDAQ:OTEX - news; TSE:OTC - news) 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 - news; TSE:DXX - news) 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®. 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.
Contact:
Open Text
Thomas J. Hearne
Chief Financial Officer
(519) 888-7111 |
