Open Text Acquires Hummingbird
02 Oktober 2006 - 6:28PM
PR Newswire (US)
WATERLOO, ON, Oct. 2 /PRNewswire-FirstCall/ -- Open Text(TM)
Corporation (NASDAQ:OTEXNASDAQ:TSX:OTC), a leading provider of
Enterprise Content Management (ECM) software, and Hummingbird Ltd.
(NASDAQ:HUMCNASDAQ:TSX:HUM) today announced that they have closed
the transaction pursuant to which all of Hummingbird's common
shares were acquired by a wholly-owned subsidiary of Open Text.
Open Text, through its wholly owned subsidiary 6575064 Canada Inc.
acquired all of the issued and outstanding common shares of
Hummingbird at a cash price of US$27.85 per common share which,
together with the 764,850 common shares of Hummingbird owned by
Open Text prior to the transaction, represent all of the issued and
outstanding shares of Hummingbird. The transaction is valued at
approximately US$489 million and was previously announced by Open
Text on August 4, 2006. The transaction was completed pursuant to a
plan of arrangement under section 192 of the Canada Business
Corporations Act and an arrangement agreement made as of August 4,
2006, which was amended on September 19, 2006, among 6575064 Canada
Inc., Open Text and Hummingbird. Under the plan of arrangement
Hummingbird's shareholders are entitled to receive US$27.85 in cash
for each Hummingbird common share. It is expected that
Hummingbird's common shares will be delisted from the Toronto Stock
Exchange and the NASDAQ after the close of business on October 2,
2006. About Open Text Open Text(TM) is a leading provider of
Enterprise Content Management (ECM) solutions that bring together
people, processes and information in global organizations. Today,
the company supports approximately 20 million seats across 13,000
deployments in 114 countries and 12 languages worldwide. For more
information on Open Text, go to: http://www.opentext.com/. About
Hummingbird Hummingbird is a leading global provider of enterprise
software solutions. The Company's enterprise software solutions
fall into two principal categories: enterprise content management
(ECM) solutions, and network connectivity solutions. Hummingbird's
ECM solutions enable organizations to manage the lifecycle of
enterprise content from creation to disposition, thereby enabling
organizations to address critical business needs, such as
information management, business continuity, compliance and risk
mitigation. The network connectivity solutions provide a
comprehensive set of core network technologies that enables the
enterprise to connect to any type of legacy system. Founded in
1984, Hummingbird employs over 1,400 people and serves more than
33,000 customers, including 90% of Fortune 100. Hummingbird
solutions are sold directly from 40 offices worldwide and through
an Alliance Network of partners and resellers. For more
information, visit http://www.hummingbird.com/. Safe Harbor
Statement Under the Private Securities Litigation Reform Act of
1995 This news release may contain forward-looking statements
relating to the success of any of the Company's strategic
initiatives, the Company's growth and profitability prospects, the
benefits of the Company's products to be realized by customers, the
Company's position in the market and future opportunities therein,
the deployment of Livelink and our other products by customers, and
future performance of Open Text Corporation. Forward-looking
statements may also include, without limitation, any statement
relating to future events, conditions or circumstances.
Forward-looking statements in this release are not promises or
guarantees and are subject to certain risks and uncertainties, and
actual results may differ materially. The risks and uncertainties
that may affect forward-looking statements include, among others,
the failure to develop new products, risks involved in fluctuations
in currency exchange rates, delays in purchasing decisions of
customers, the completion and integration of acquisitions, the
possibility of technical, logistical or planning issues in
connection with deployments, the continuous commitment of the
Company's customers, demand for the Company's products and other
risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission (SEC), including the Form 10-K
for the year ended June 30, 2005. You should not place undue
reliance upon any such forward-looking statements, which are based
on management's beliefs and opinions at the time the statements are
made, and the Company does not undertake any obligations to update
forward-looking statements should circumstances or management's
beliefs or opinions change. Copyright (C) 2006 by Open Text
Corporation. LIVELINK and OPEN TEXT 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: Hummingbird Ltd. CONTACT: Paul
McFeeters, Chief Financial Officer, Open Text Corporation, (905)
762-6121, ; Anne Marie K. Schwartz, Director, Investor Relations,
Open Text Corporation, (617) 378-3369, ; Greg Secord, Director,
Investor Relations, Open Text Corporation, (519) 888-7111 ext.
2408, ; Dan Coombes Director, Investor Relations, Hummingbird Ltd.,
Tel: (416) 496-2200 ext. 6359,
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