OpenText to Acquire Carbonite, Inc.
Cloud Based Data Protection and End-Point Security Solutions to Expand OpenText's EIM Leadership
"Cloud platforms and secured, smart end-points are essential Information Management technologies as businesses transform into Industry 4.0," said
"We entered Fiscal 2020 with a solid balance sheet and we are off to a strong start with the announced acquisition of Carbonite as part of our Total Growth strategy," added OpenText EVP & CFO,
OpenText CEO & CTO,
The acquisition of Carbonite is expected to extend OpenText's leadership in the Enterprise Information Management (EIM) market by complementing OpenText's security offerings in data loss prevention, digital forensics, end-point detection and response with the addition of Carbonite's data protection and end-point security solutions. The acquisition also adds significantly to OpenText's Cloud business and further complements OpenText's routes to market, strong enterprise customer base in the Global10K, enhanced SMB and prosumer markets.
About the Transaction and Terms of the Agreement:
- Tender offer to be commenced for all outstanding Carbonite shares for
$23.00per share in cash(1)
- Total purchase price of approximately
$1.42 billion, inclusive of Carbonite's cash and debt
- Total purchase price is approximately 2.8x TTM (Trailing Twelve Months) Carbonite GAAP revenues (as of
September 30, 2019), inclusive of annualized full year reported Webroot GAAP revenues, a significant acquisition which closed in March 2019
- Expect significant expansion of cloud revenues, cloud margins, adjusted EBITDA and cash flows in Fiscal 2021
- Current Carbonite Annual Recurring Revenues (ARR) of 90%
- Accretive, and targeting to be on the OpenText operating model by end of Fiscal 2021
- Funded with OpenText's existing cash on hand and revolver
- Estimated OpenText net leverage ratio at closing of approximately 2.5x, with a target to return to less than 2x net leverage during the 4-6 quarters post close of transaction
- Financial projections and target models will be provided upon closing of transaction
- Expect the transaction to close within 90 days of this announcement
OpenText, through a wholly-owned subsidiary, intends to commence the tender offer for all of the shares of common stock of Carbonite within 10 business days. Pursuant to the agreement, the tender offer will be followed by a merger to acquire any untendered shares. The tender offer is subject to the tender of a majority of Carbonite's shares and certain other regulatory approvals and customary closing conditions. The transaction is expected to close within 90 days.
The tender offer described in this communication has not yet commenced. This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, OpenText and a wholly owned subsidiary intend to file with the
Lazard Frères & Co. LLC has acted as sole investment banker to OpenText in connection with the transaction.
Conference Call Information
The public is invited to listen to the OpenText conference call today at
A replay of the call will be available beginning
OpenText, The Information Company™, a market leader in Enterprise Information Management software and solutions, enabling companies to manage, leverage, secure and gain insight into their enterprise information, on premises or in the cloud. For more information about
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements regarding OpenText's plans, objectives, expectations and intentions relating to the acquisition, the acquisition's expected contribution to OpenText's results, financing and closing of the acquisition, as well as the expected timing and benefits of the acquisition, impact on future financial performance including in respect of annual recurring revenues, cloud growth, adjusted EBITDA, cash flows, earnings and dividends and preservation of credit ratings, may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by the company at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors, which could occur, see OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the
Copyright ©2019 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information, visit: http://www.opentext.com/who-we-are/copyright-information.
Notes: (1) All dollar amounts in this press release are in US dollars unless otherwise indicated.
For more information, please contact:
Senior Vice President, Investor Relations
Vice President, Corporate Communications
Open Text Corporation
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