Open Text to acquire Daegis for $13.5-million (U.S.)
Open Text Corp. has agreed to acquire Daegis Inc. for $13.5-million (U.S.) at 82 U.S. cents per share. The company will begin a tender offer for Daegis’s shares within 10 business days. Open Text will finance the purchase with cash on hand.
OPEN TEXT Corp. has signed a definitive agreement to acquire Daegis Inc., a global information governance, data migration solutions and development tools company. All dollar amounts in this press release are in U.S. dollars unless otherwise indicated.
Under the terms of the agreement, which has been approved by the boards of directors of both companies, a newly formed, indirect wholly owned subsidiary of Open Text will commence a tender offer for all outstanding shares of Daegis for 82 cents per share in cash, for a total equity value of approximately $13.5-million. Open Text will finance the acquisition with cash on hand.
Open Text intends to commence a tender offer for all of the shares of common stock of Daegis within 10 business days. Under the agreement, the tender offer will be fol- lowed by a merger to acquire any untendered shares. The tender offer is subject to the tender of a majority of Daegis’s shares and certain other customary closing conditions. It is expected that the transaction will close in the second quarter of Open Text’s fiscal 2016.
The tender offer described in this press release has not yet commenced. This press release 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, Open Text and its indirect wholly owned subsidiary, Company D Merger Sub Inc., intend to file with the Securities and Exchange Commission 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 Daegis intends to file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Open Text, Company D Merger Sub and Daegis intend to mail these documents to the Daegis stockholders. Investors and shareholders should read those filings carefully when they become available, as they will contain important information about the tender offer. Those docu--
ments, as well as Open Text’s other public filings with the SEC, may be obtained without charge at the SEC’s website and at Open Text’s website. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer.
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Mark J Barrenechea, Randy C Fowlie, Gail E Hamilton, Brian J Jackman, P Thomas Jenkins, Stephen John Sadler, Michael Slaunwhite, Katharine Berghuis Stevenson, Deborah Lynne Weinstein
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