Open Text to Acquire Nstein Technologies
22 Fevereiro 2010 - 11:12AM
PR Newswire (US)
WATERLOO, ON and MONTREAL, Feb. 22 /PRNewswire-FirstCall/ -- Open
Text Corporation (NASDAQ:OTEX) (TSX: OTC), the preeminent provider
of Enterprise Content Management (ECM) capabilities, and Nstein
Technologies Inc. (TSX-V: EIN), a leader in digital content
management solutions for information-rich organizations, today
announced that they have entered into a definitive agreement by
which Open Text will acquire all of the issued and outstanding
common shares of Nstein through an Nstein shareholder-approved
amalgamation with a subsidiary of Open Text under the Companies Act
(Quebec). Based on the terms of the definitive agreement, Nstein
shareholders will receive for each Nstein common share, CDN $0.65
in cash, unless certain eligible shareholders otherwise elect to
receive a fraction of an Open Text TSX traded common share, having
a value of CDN $0.65 based on the volume weighted average trading
price of Open Text TSX traded common shares in the 10 trading day
period immediately preceding the closing date of the acquisition.
This purchase price represents a premium of approximately 100
percent above the 30 trading day average closing price of Nstein's
common shares. The transaction is valued at approximately CDN $35
million. According to Open Text President and Chief Executive
Officer John Shackleton, Nstein will extend the breadth of Open
Text's ECM offerings and further Open Text's position as the
leading independent ECM vendor in the marketplace. Based in
Montreal, Nstein's solutions are sold across major market segments,
such as media and information services, life sciences and
government. "This is a good fit for two strong Canadian companies,"
said Shackleton. "With Nstein, we have an opportunity to continue
to grow as Canada's largest software company, expanding Open Text's
presence in Quebec. Nstein will also add complementary technology
and expertise that enhances our ECM solutions portfolio." "This
agreement helps Nstein take its next major step into the future,"
said Luc Filiatreault, President and Chief Executive Officer of
Nstein. "We've always been committed to delivering innovative
solutions to our customers and partners. Our agreement with Open
Text is in keeping with this commitment. Customers will benefit
from an expanded ECM solutions portfolio, and a shared vision for
innovative solutions going forward." The transaction is expected to
close in the second calendar quarter and is subject to customary
closing conditions, including approval of two-thirds of the votes
cast by Nstein's shareholders and applicable regulatory and stock
exchange approvals. A special meeting of Nstein's shareholders is
expected to be held to consider the amalgamation in early April,
2010. The definitive agreement includes customary non-solicitation
and right to match provisions and Nstein has agreed to pay Open
Text a termination fee in certain circumstances if the amalgamation
is not completed. Nstein's Board of Directors received a fairness
opinion from Pagemill Partners L.L.P. that the consideration to be
received under the amalgamation is fair from a financial point of
view to Nstein shareholders. The directors and officers of Nstein,
and certain shareholders of Nstein, collectively representing in
aggregate approximately 48 percent of the issued and outstanding
shares of Nstein have agreed to enter into voting agreements with
Open Text to vote in favour of the amalgamation. About Open Text
Open Text, the enterprise content management leader, helps
organizations manage and gain the true value of their business
content. Open Text brings two decades of expertise supporting 100
million users in 114 countries. Working with our customers and
partners, we bring together leading Content Experts(TM) to help
organizations capture and preserve corporate memory, increase brand
equity, automate processes, mitigate risk, manage compliance and
improve competitiveness. For more information, visit
http://www.opentext.com/. About Nstein Technologies Inc. Nstein
Technologies Inc. (TSX-V: EIN) provides next generation content
management solutions that help information-rich enterprises
centralize, understand and manage vast amounts of content. At the
heart of Nstein's solutions, semantic analysis allows information
to be easily found and packaged together - so it can be connected
to the right internal and external audiences. Nstein's Content
Management and Web Publishing solutions both rely on Nstein's
patented Text Mining Engine for semantic and text analysis. This
unlocks content's value and allows clients (from an array of
different industries) to leverage existing content to: create and
deliver new products; facilitate internal and external research and
knowledge sharing; and reduce content-related costs. Certain
statements in this press release, including statements about the
financial conditions, and results of operations and earnings for
Open Text Corporation ("Open Text" or "the Company"), may contain
words such as "could", "expects", "may", "should", "will",
"anticipates", "believes", "intends", "estimates", "targets",
"plans", "envisions", "seeks" and other similar language and are
considered forward-looking statements or information under
applicable securities laws. These statements are based on the
Company's current expectations, estimates, forecasts and
projections about the operating environment, economies and markets
in which the Company operates. This press release may also contain
forward-looking statements specifically relating to the acquisition
of Nstein by the Company, including timing, terms and required
steps and likelihood of a closing of the acquisition, the success
of any of Nstein's strategic initiatives, growth and profitability
prospects, the benefits of Nstein's products to be realized by
customers of the Company, Nstein's position in the market and
future opportunities therein, and future performance of the Company
subsequent to the consummation of the acquisition. These statements
are subject to important assumptions, risks and uncertainties that
are difficult to predict, and the actual outcome may be materially
different. The Company's assumptions, although considered
reasonable by the Company at the date of this press release, may
provide to be inaccurate and consequently the Company's actual
results could differ materially from the expectations set out
herein. Actual results or events could differ materially from those
contemplated in forward-looking statements as a result of the
following: (i) the future performance, financial and otherwise, of
Open Text; (ii) the ability of Open Text to bring new products to
market and to increase sales; (iii) the strength of the Company's
product development pipeline; (iv) the Company's growth and
profitability prospects; (v) the estimated size and growth
prospects of the ECM market; (vi) the Company's competitive
position in the ECM market and its ability to take advantage of
future opportunities in this market; (vii) the benefits of the
Company's products to be realized by customers; and (viii) the
demand for the Company's product and the extent of deployment of
the company's products in the ECM marketplace. Forward-looking
statements may also include, without limitation, any statement
relating to future events, conditions or circumstances. The risks
and uncertainties that may affect forward-looking statements
include, but are not limited to: (i) integration of acquisitions
and related restructuring efforts, including the quantum of
restructuring charges and the timing thereof; (ii) the possibility
that the Company may be unable to meet its future reporting
requirements under the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder; (iii) the risks associated
with bringing new products to market; (iv) fluctuations in currency
exchange rates; (v) delays in the purchasing decisions of the
Company's customers; (vi) the competition the Company faces in its
industry and/or marketplace; (vii) the possibility of technical,
logistical or planning issues in connection with the deployment of
the Company's products or services; (viii) the continuous
commitment of the Company's customers; and (ix) demand for the
Company's products. For additional information with respect to
risks and other factors which could occur, see the Company'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, the
Company 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 (C) 2010 by Open
Text Corporation. OPEN TEXT and the OPEN TEXT ECM SUITE are
trademarks or registered trademarks of Open Text Corporation in the
United States of America, Canada, the European Union and/or other
countries. This list of trademarks is not exhaustive. Other
trademarks, registered trademarks, product names, company names,
brands and service names mentioned herein are property of Open Text
Corporation or other respective owners. DATASOURCE: Open Text
Corporation CONTACT: Richard Maganini, Open Text, (847) 961-0662, ;
Greg Secord, Open Text, (519) 888-7111, x2408, ; Luc Filiatreault,
Nstein Technologies, (514) 908-5406, x248, ; Bruno Martel, Nstein
Technologies, (514) 908-5406, x235,
Copyright