Waterloo, ON - 2003-12-04 - Open Text Corporation (Nasdaq; OTEX, TSX: OTC) announced today that General Atlantic Partners, a global direct investment firm and the largest shareholder of IXOS Software AG, has advised Open Text that it intends to accept the tender offer by Open Text, through its wholly-owned subsidiary, 2016091 Ontario Inc., to purchase all of the outstanding common shares of IXOS Software AG. General Atlantic Partners and affiliated companies (collectively GAP Group) hold approximately 26% of shares and voting rights in IXOS.
GAP Group has elected to tender all of its IXOS Shares in exchange for common shares and common share purchase warrants of Open Text. Under the offer, Open Text is offering cash consideration at a fixed rate of 9 Euro per share (approximately US$10.89 as of December 3rd, 2003) or alternatively, at the election of the IXOS Shareholder, 0.5220 of an Open Text common share and 0.1484 of a warrant for each IXOS Share. Each whole warrant is exercisable to purchase one Open Text common share for up to one year after the Closing Day of the offer at a strike price of US$20.75 per share.
The acceptance of the offer by GAP Group follows the recommendation of the Management and Supervisory Boards of IXOS to holders of IXOS Shares to accept the tender offer.
- risks involved in whether and when the proposed acquisition will be completed and, if completed, in the integration of IXOS into the Company;
- costs related to the business combination;
- the satisfaction of closing conditions including the receipt of regulatory approvals;
- expected cost savings from the acquisition may not be fully realized or realized within the expected time frame;
- revenue of the combined company may be lower than expected;
- the possibility of technical, logistical or planning issues in connection with deployments;
- costs or difficulties related to obtaining stockholder approval for completing the acquisition, if obtained at all;
- legislative or regulatory changes may adversely affect the businesses in which the companies are engaged;
- economic and political conditions in the United States and abroad; and
- changes may occur in the securities or capital markets.
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For more information on the IXOS transaction, or to read the tender offer, click here.
Anne Marie Rahm
Director, Investor Relations
Open Text Corporation
+1-617-204-3359
arahm@opentext.com
Richard Maganini
Open Text Corporation
1-847-961-0662
rmaganin@opentext.com
Greg Secord
Open Text Corporation
+1-519-888-7111 ext.2408
gsecord@opentext.com