To: Trader Bob who wrote (1084 ) 4/29/1999 3:21:00 PM From: Michael Watkins Respond to of 1156
Open Text announces C$ 8.50 cash per share take-over for PC DOCS Group International Inc. WATERLOO, ON, April 29 /CNW/ - 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.