Open Text to Acquire Captaris



    Combined Capabilities for Document, Data Capture and ERP Integration
    Enhanced

    WATERLOO, ON and BELLEVUE, WA, Sept. 4 /CNW/ - Open Text(TM) Corporation
(NASDAQ:  OTEX) (TSX: OTC), a global leader in Enterprise Content Management
(ECM), and Captaris, Inc. (NASDAQ:   CAPA), a leading provider of software
products that automate document-centric processes, today announced a
definitive merger agreement in which a wholly owned subsidiary of Open Text
will acquire Captaris. Under the terms of the agreement, Captaris shareholders
will receive cash consideration of approximately US $131 million in total, or
$4.80 per share in exchange for their Captaris stock. The companies expect the
transaction to close by the end of the calendar year, subject to customary
closing conditions, including approval by Captaris's shareholders and
anti-trust approvals.
    Captaris's software products include leading document and data capture
solutions that let customers convert paper documents to digital content, and
manage associated processes. The acquisition will expand Open Text's
partnership offerings by creating tighter integration with Open Text's invoice
management solutions that work with SAP and Oracle. Captaris also offers
business information and delivery solutions built on the Microsoft .NET
framework which integrate, process and automate the flow of content.
    "Captaris's technology will strengthen Open Text's ECM solutions by
providing another on-ramp for integrating content into our ECM solutions,"
said John Shackleton, President and Chief Executive Officer of Open Text. "We
are committed to continuing Captaris's products, and partner and customer
support."
    "After a thorough evaluation of strategic alternatives, the Captaris
Board of Directors believes that today's announcement provides value for our
shareholders and the certainty of cash," said David P. Anastasi, President and
Chief Executive Officer of Captaris. "Captaris today has a significant
customer base, broad distribution capabilities and major strategic
partnerships. Together with our shareholders, our customers, partners and
employees will benefit as Captaris combines with Open Text, a market leader
with the financial strength to take our company to the next stage in its
evolution."
    McKenna Long & Aldridge LLP is acting as legal advisor to Open Text. RBC
Capital Markets acted as financial advisor to the Captaris Board of Directors.
Perkins Coie LLP and Simpson Thacher & Bartlett LLP are acting as Captaris's
and the Board's legal advisors, respectively.

    About Open Text

    Open Text, an enterprise software company and leader in enterprise
content management, helps organizations manage and gain the true value of
their business content. Open Text brings two decades of expertise supporting
46,000 customers and millions of 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, please visit www.opentext.com. For Open
Text's current investor presentation which includes additional commentary on
the Captaris acquisition please visit:
http://www.opentext.com/2/company/investors.

    About Captaris, Inc.

    Captaris, Inc. is a leading provider of software products that automate
document-centric business processes. Captaris specializes in document capture,
recognition, routing, workflow and delivery. Captaris integrated solutions
provide interoperability with leading line of business applications and
technology platforms. Captaris products include Captaris Workflow, Alchemy,
DOKuStar, RecoStar, and Single Click Entry which are distributed through a
global network of leading technology partners. Captaris customers include the
entire Fortune 100 and the majority of Global 2000 companies. Headquartered in
Bellevue, Washington, Captaris was founded in 1982 and is publicly traded on
the NASDAQ Global Market under the symbol CAPA. Captaris has approximately 565
employees. For more information about Captaris please visit: www.captaris.com.

    Additional Information about the Merger and Where to Find It

    In connection with the proposed transaction, Captaris expects to file a
proxy statement and other materials with the Securities and Exchange
Commission (SEC). Captaris shareholders are urged to read the proxy statement
(including any amendments or supplements to the proxy statement) regarding the
proposed transaction when it becomes available before making any voting
decision with respect to the merger. The proxy statement will contain
important information about Captaris, Open Text and the proposed transaction.
Captaris's shareholders will be able to obtain a copy of the proxy statement
and other relevant documents, when they become available and without charge,
at the SEC's Internet site (http://www.sec.gov). Copies of the proxy
statement, the other relevant documents and the filings with the SEC that will
be incorporated by reference in the proxy statement can also be obtained,
without charge, by directing a request to Captaris at 301 116th Ave. S.E.,
Suite 400, Bellevue, Washington, 98004-6446, USA, Attention: Corporate
Secretary.

    Participants in the Solicitation

    Captaris and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Captaris
in connection with the proposed transaction. Information regarding the special
interests of these directors and executive officers in the merger transaction
will be included in the proxy statement referred to above. Additional
information regarding the directors and executive officers of Captaris is also
included in Captaris's annual report on Form 10-K filed with the SEC on
March 17, 2008, as amended on April 29, 2008.

    Safe Harbor Statement Under the Private Securities Litigation Reform Act
    of 1995

    This news release may contain forward-looking statements relating to the
acquisition of Captaris, including timing and likelihood of a closing of the
acquisition, the success of any of Captaris's strategic initiatives,
Captaris's growth and profitability prospects, the benefits of Captaris's
products to be realized by customers, Captaris'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 Open Text's customers, demand for Open Text's
products and other risks detailed from time to time in Open Text's filings
with the Securities and Exchange Commission (SEC), including the Form 10-K for
the year ended June 30, 2008. 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 neither Captaris nor Open
Text undertake any obligations to update forward-looking statements should
circumstances or management's beliefs or opinions change.

    Copyright (C) 2008 by Open Text Corporation. LIVELINK ECM 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.

    (C)2008 All rights reserved. No part of this publication may be
reproduced, transmitted, transcribed, stored in a retrieval system, or
translated into any language in any form by any means without the written
permission of Captaris. The following are registered trademarks and trademarks
of Captaris Inc. and its subsidiaries: Captaris, the Captaris logo,
Alchemy(R), Captaris Workflow(TM), RightDocs(TM), RightFlow(TM) and
RightStar(TM) in the US and/or other jurisdictions. RecoStar, DOKuStar,
DOKuStar Capture Suite, Single Click Entry, and Invoice CENTER are registered
trademarks and trademarks of Captaris Document Technologies GmbH. All other
brand names and trademarks are the property of their respective owners.





For further information:

For further information: Open Text: Paul McFeeters, Chief Financial
Officer, Open Text Corporation, (905) 762-6121, pmcfeeters@opentext.com; Greg
Secord, Vice-President, Investor Relations, Open Text Corporation, (519)
888-7111 ext.2408, gsecord@opentext.com; Rich Maganini, Director, Corporate
Communications, Open Text Corporation, (847) 267-9330 ext.4266,
rmaganin@opentext.com; Captaris Investor Contacts: Peter Papano, Captaris,
Inc., (425) 638-4200, peterpapano@captaris.com; Tim Lynch, Joele Frank,
Wilkinson Brimmer Katcher, (212) 355-4449, tlynch@joelefrank.com


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