Digital Investigative and Information Security Solutions to
Expand Portfolio
WATERLOO, Ontario, July 26, 2017 /PRNewswire/ -- OpenText™
(NASDAQ: OTEX) (TSX: OTEX), a global leader in Enterprise
Information Management (EIM), announced today that it has entered
into a definitive agreement to acquire Guidance Software (NASDAQ:
GUID), the makers of EnCase®, the gold standard in forensic
security, that includes digital discovery solutions and endpoint
information security.
The acquisition of Guidance is expected to complement the
OpenText Discovery portfolio of software and services that provide
search, extraction, classification, review and analysis of
information, and to broaden OpenText Information Security
capabilities through the addition of digital investigation,
forensic security, and endpoint solutions.
Terms of the Agreement
Under the terms of the
agreement, a newly formed, wholly-owned subsidiary of OpenText will
commence a tender offer for all outstanding shares of Guidance
Software for $7.10 per share in cash,
for a total equity value of approximately $240 million, less Guidance Software's cash, for
an enterprise value of approximately $222
million. OpenText intends to fund the transaction with
cash on hand plus existing short term debt
facilities.(1)
OpenText intends to commence the tender offer for all of the
shares of common stock of Guidance Software 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 Guidance Software's shares
and certain other customary closing conditions. The transaction is
expected to close in the third quarter of calendar 2017.
Additional Information
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 its wholly owned
subsidiary, Galileo Acquisition Sub Inc., intend to file with the
Securities and Exchange Commission (the "SEC") a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of
letter of transmittal and other documents relating to the tender
offer, and Guidance Software intends to file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. OpenText, Galileo Acquisition
Sub Inc. and Guidance Software intend to mail these documents to
the Guidance Software stockholders. Investors and security
holders are urged to read those documents and other relevant
documents filed or to be filed with the SEC carefully when they
become available as they will contain important information about
OpenText, Guidance Software, the tender offer and related
matters. Those documents as well as OpenText's and Guidance
Software's other public filings with the SEC may be obtained
without charge at the SEC's website at www.sec.gov. OpenText's
public filings with the SEC may be obtained at OpenText's website
at www.opentext.com and Guidance Software's public filings with the
SEC may be obtained at Guidance Software's website at
www.guidancesoftware.com. The offer to purchase and related
materials may also be obtained (when available) for free by
contacting the information agent for the tender offer.
About OpenText
OpenText enables the digital world, creating a better way for
organizations to work with information, on premises or in the
cloud. For more information about OpenText (NASDAQ: OTEX, TSX:
OTEX) visit opentext.com.
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 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 SEC and other securities regulators. Unless otherwise
required by applicable securities laws, OpenText disclaims any
intention or obligations to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Copyright ©2017 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.
OTEX-MNA
Notes: (1) All dollar amounts in this
press release are in US dollars unless otherwise
indicated.
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SOURCE Open Text Corporation