MONTREAL, March 11 /CNW Telbec/ - Nstein Technologies Inc. ("Nstein") (TSXV : EIN) today mailed to its shareholders and filed with regulatory authorities its notice of special general meeting and accompanying Management Proxy Circular (the "Circular"). The Circular gives notice of the shareholder meeting (the "Meeting") to be held in Montréal on April 1, 2010 for the purpose of considering and voting on the amalgamation of Nstein with 9218-8150 Québec Inc., a wholly-owned subsidiary of Open Text Inc. ("Open Text") (TSX: OTC), as a result of which Nstein would become a wholly-owned subsidiary of Open Text.
The Board of Directors of Nstein fixed March 3, 2010 as the record date for determining Nstein shareholders who are entitled to receive notice of and vote at the Meeting.
Under the amalgamation, Nstein shareholders will receive, for each Nstein common share for which a valid election (a "Share Consideration Election") is made on or before 5:00 p.m. on March 26, 2010 (the "Share Consideration Election Deadline"), 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 April 1, 2010. For each Nstein common share for which a valid Share Consideration Election is not made Nstein shareholders will receive CDN $0.65 in cash. No fractional shares of Open Text will be issued in connection with the amalgamation.
Only Canadian-resident Nstein shareholders are eligible to make a Share Consideration Election. A Share Consideration Election may only be made by registered Nstein shareholders. As described in the Circular, a Share Consideration Election is made by submitting a duly completed Letter of Transmittal and accompanying documents to the depository as identified in the Circular.
PLEASE CONSULT YOUR BROKER OR INVESTMENT ADVISER IF YOU ARE A NON-REGISTERED SHAREHOLDER (MEANING IF YOU OWN NSTEIN SHARES THOUGH ANOTHER PERSON SUCH AS A SECURITIES BROKER, CLEARING AGENCY, FINANCIAL INSTITUTION, TRUSTEE OR CUSTODIAN) AND YOU WISH TO MAKE A SHARE CONSIDERATION ELECTION.
Please refer to the Circular for further details regarding the Meeting and the amalgamation. All relevant documents can be found on www.sedar.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.
SOURCE NSTEIN TECHNOLOGIES INC.
For further information: For further information: Luc Filiatreault, Nstein Technologies, (514) 908-5406, x248, Luc.Filiatreault@nstein.com; Bruno Martel, Nstein Technologies, (514) 908-5406, x235, Bruno.Martel@nstein.com