WATERLOO, ON, and AUSTIN, TX, May 6 /CNW/ - Open Text(TM) Corporation
(NASDAQ: OTEX) (TSX: OTC), a global leader in Enterprise Content Management
(ECM) software, and Vignette Corporation (NASDAQ: VIGN), the company that the
world's leading brands rely on for innovative and dynamic web experiences,
today announced that they have entered into a definitive agreement pursuant to
which Vignette will become a wholly owned subsidiary of Open Text.
Vignette shareholders will receive US $8.00 in cash plus 0.1447 of an
Open Text common share for every Vignette common share which equates to
approximately US $12.70 at close of market on May 5, 2009. This represents a
premium of approximately 74% above the 30 trading day average closing price of
Vignette's shares and approximately 41% above the most recent closing price.
This values the transaction at approximately US $310 million.
John Shackleton, President and Chief Executive Officer of Open Text,
stated "The combination of Vignette with Open Text will extend the breadth of
our offerings and further Open Text's positioning as the leading independent
ECM vendor in the marketplace."
"Vignette's customers represent some of the world's most powerful online
brands and we are excited about the opportunity to expand the relationship
with these customers and partners," said Shackleton.
"After a thorough evaluation of strategic and financial alternatives, the
Vignette Board of Directors believes that today's announcement provides
attractive value for our shareholders," said Mike Aviles, President and Chief
Executive Officer of Vignette. "Our shareholders, customers, partners and
employees will all benefit as Vignette combines with Open Text."
"Joining Open Text builds on our commitment to deliver the most
innovative solutions for our customers and partners. Vignette has an enviable
customer base, deep expertise in Web Content Management (WCM) and global
distribution capabilities. Vignette customers will benefit from Open Text's
expanded ECM solutions portfolio as well as their Vignette products being
supported by the world's largest independent ECM solutions provider," said
Vignette is based in Austin, Texas, and has approximately 700 employees.
The transaction is expected to close in the second half of calendar 2009 and
is subject to customary closing conditions, including approval by Vignette's
shareholders, Hart-Scott-Rodino anti-trust clearance, Securities and Exchange
Commission clearance and stock exchange approvals.
Open Text will discuss the merger agreement during the company's
regularly scheduled third quarter fiscal 2009 investor teleconference call on
May 6, 2009 at 5:00 p.m. ET.
Date: Wednesday, May 6, 2009
Time: 5:00 p.m. ET/2:00 p.m. PT
Length: 60 minutes
800-733-7571 (Toll Free)
Please dial-in approximately 10 minutes before the teleconference is
scheduled to begin. A replay of the call will be available beginning May 6,
2009 at 7:00 p.m. ET through 11:59 p.m. on May 20, 2009 and can be accessed by
dialing 416-640-1917 and using pass code 21302245 followed by the number sign.
For more information or to listen to the call via Web cast, please use the
following link: http://www.opentext.com/events/wa-event.html?id=7573788
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, visit www.opentext.com.
Vignette provides software and services that deliver the Web's most
dynamic user experiences. The Vignette Web Experience brings rich media and
engaging content to life for the world's greatest brands. Vignette is
headquartered in Austin, Texas, with operations worldwide.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Open Text will file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on
Form S-4 that will include a proxy statement of Vignette that also constitutes
a prospectus of Open Text. Vignette will mail the proxy statement/prospectus
to its stockholders. Open Text and Vignette urge investors and security
holders to read the proxy statement/prospectus regarding the proposed merger
when it becomes available because it will contain important information. You
may obtain a free copy of the proxy statement/prospectus (when available) and
other related documents filed by Vignette and Open Text with the SEC at the
SEC's website at www.sec.gov. The proxy statement/prospectus (when it is
available) and the other documents may also be obtained for free by accessing
Vignette's investor relations website at www.ir.vignette.com by clicking on
the link "SEC Filings" under the heading Investor Relations or by accessing
Open Text's website at www.opentext.com and clicking on the "Company" link,
then clicking on the link for "Investors" and then clicking on the link for
"SEC Filings" under the heading "Financial Reports.
Participants in the Solicitation
Vignette and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Vignette
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 Vignette is also
included in Vignette's annual report on Form 10-K filed with the SEC on March
Safe Harbor Statement Under the Private Securities Litigation Reform Act
This news release may contain forward-looking statements relating to the
acquisition of Vignette, including timing and likelihood of a closing of the
acquisition, the success of any of Vignette's strategic initiatives,
Vignette's growth and profitability prospects, the benefits of Vignette's
products to be realized by customers, Vignette's position in the market and
future opportunities therein, the deployment of Livelink ECM 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 Vignette nor Open
Text undertake any obligations to update forward-looking statements should
circumstances or management's beliefs or opinions change.
Copyright (C) 2009 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.
Vignette and the V Logo are trademarks or registered trademarks of
Vignette Corp. in the United States and other countries. All other names are
the trademarks or registered trademarks of their respective companies.
For further information:
For further information: Paul McFeeters, Chief Financial Officer, Open
Text Corporation, (905) 762-6121, firstname.lastname@example.org; Greg Secord,
Vice-President, Investor Relations, Open Text Corporation, (519) 888-7111
ext.2408, email@example.com; Pat Kelly, Investor Contact, Vignette
Corporation, (512) 741-4541, investor_relations@Vignette.com; Melanie
Brenneman, Media Contact, Vignette Corporation, (512) 741-4871,