Waterloo, ON - 2003-12-02 - Open Text Corporation (Nasdaq: OTEX, TSX: OTC) and IXOS SOFTWARE AG (Nasdaq: XOSY, Frankfurt: XOS) announced today that the acceptance period for the Tender Offer for all shares of IXOS Software AG by Open Text, through its wholly-owned subsidiary, 2016091 Ontario Inc., begins today. This acceptance period will expire January 16, 2004.
On October 21, 2003, Open Text announced that it had entered into a business combination agreement under which a wholly-owned subsidiary of Open Text would acquire all of the issued and outstanding shares of IXOS. Open Text is offering cash consideration at a fixed rate of 9 Euro per share (approximately US$10.46 as of December 1st, 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 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. IXOS shareholders may elect in respect of all or part of their IXOS shares to receive either the cash consideration or the alternative share and warrant consideration. The cash consideration represents a 34% premium based on the three months volume weighted average trading price of the IXOS shares prior to the announcement.
Royal Bank of Canada has made a commitment to Open Text's subsidiary, 2016091 Ontario Inc., to grant loans for a total amount of up to EUR 123.00 million for the purpose of financing the acquisition of the IXOS shares. Open Text intends to draw on this loan facility to the extent necessary to supplement its own funds to satisfy the cash payable under the tender offer.
The Management and Supervisory Boards of IXOS have recommended that the holders of IXOS shares accept the offer extended by Open Text's wholly-owned subsidiary. IXOS' largest shareholder, the private equity firm General Atlantic Partners (GAP), has already made an irrevocable undertaking to accept the offer on the published terms. GAP and affiliated companies hold approximately 26% of the shares and voting rights in IXOS.
The German Federal Financial Supervisory Authority (BaFin) approved the offer document on November 28, 2003. The acceptance rates of IXOS shareholders will be published and updated weekly. All information relating to the Tender Offer will be published on the Internet at www.2016091ontario.de.
IXOS shareholders wishing to tender their IXOS shares under the Tender Offer should contact their bank or financial adviser through which they hold their IXOS shares.
Forward-Looking Statements
This press release may contain "forward-looking statements" relating to the proposed acquisition of IXOS and the future performance of Open Text Corporation (the "Company"). Forward-looking statements are neither promises nor guarantees, but are subject to risks, uncertainties and other factors that may cause the actual completion and integration of the transaction and the actual results, performance or achievements of IXOS or the Company, or developments in IXOS' or the Company's business or its industry, to differ materially from the anticipated completion and integration of the transaction and the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to:
- 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.
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