| NEWSTRACK | September 2006 |
Open Text Corporation to acquire Hummingbird
HUMMINGBIRD Ltd announced last month that it has entered into a definitive agreement pursuant to which a wholly-owned subsidiary of Open Text Corporation will acquire all of Hummingbird’s outstanding shares in an all-cash transaction valued at US$27.85 per share, or approximately US$489 million (CDN$551 million).
The Board of Directors has unanimously approved the transaction and Hummingbird’s Board is unanimously recommending that shareholders vote in favour of the transaction.
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to the approval of two-thirds of the votes cast by Hummingbird’s shareholders at a meeting of shareholders, currently expected to be held in late-September, as well as court approval. The transaction is also subject to certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close in early-October, shortly after receipt of shareholder and court approvals.
“We are pleased to be taking this next step with Hummingbird and believe the acquisition will benefit the shareholders, customers, partners and employees of both companies," said John Shackleton, President and Chief Executive Officer of Open Text. "With its historic presence in the legal and government verticals, Hummingbird is a strategic fit with our focus on ECM solutions aimed at vertical markets and regulatory compliance.”
Hummingbird expects to send an information circular relating to the transaction to shareholders later this month. A copy of the agreement providing for the transaction will be filed with the Canadian securities regulators and furnished to the U.S. Securities and Exchange Commission. The information circular and the agreement providing for the transaction will be available at www.sedar.com and at www.sec.gov.
Hummingbird Ltd. www.hummingbird.com
Open Text Corporation. www.opentext.com
