Open Text Announces Launch of Take-over Bid to Acquire Microstar Software.WATERLOO, Ontario--(BUSINESS WIRE)--Aug. 13, 1999-- Open Text(TM) Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :OTEX OTEX Open Text Corporation (stock symbol) OTEX Orientation Technico-Economique de l’Exploitation )(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). ) announced today that on August 12, 1999 the company mailed a Take-over Bid Offer and Circular to the shareholders of Microstar Software Ltd. (TSE: MSS) of Ottawa, Ontario to acquire all of the outstanding shares of Microstar for $2.10 per share payable in cash. The Board of Directors of Microstar in its Directors' Circular has concluded that the price and terms of the offer are fair to the Microstar shareholders and has unanimously recommended that Microstar shareholders accept the offer. The offer is subject to standard conditions including at least 66 2/3 % of the shares being tendered to the offer, and meeting regulatory approvals. Shareholders holding in the aggregate approximately 35% of the shares of Microstar on a fully diluted basis have agreed to tender their shares to the offer. The offer is open for acceptance until 12:00 midnight (local place of deposit) on September 2, 1999 unless otherwise extended. Yorkton Securities Inc. will lead the soliciting dealer group. About Microstar Microstar Software Ltd. provides structured information management solutions comprised of technology and services for Global 2000 companies. These solutions enable Microstar's customers to effectively and economically create, manage and distribute their corporate knowledge assets. The company is recognized for its innovative standards-based solutions based on SGML SGML in full Standard Generalized Markup Language Markup language for organizing and tagging elements of a document, including headings, paragraphs, tables, and graphics. and XML XML in full Extensible Markup Language. Markup language developed to be a simplified and more structural version of SGML. It incorporates features of HTML (e.g., hypertext linking), but is designed to overcome some of HTML's limitations. . Microstar's technology expertise includes the development of XML and SGML tools such as Near & Far(R) Designer and the AElfred XML parser. The company is listed on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. (MSS). Information about Microstar Software Ltd. is available on the World Wide Web at http://www.microstar.com. About Livelink(R) Livelink is a highly scaleable, collaborative knowledge management application for intranets and extranets. Livelink's richly-featured enterprise document management, virtual team collaboration, business process automation, enterprise group scheduling and information retrieval services are tightly integrated into an off-the-shelf application that is easily customized and extended to fill a broad range of information and knowledge management needs. Livelink servers are fully Web-based and open-architected to ensure rapid deployment, requiring just a standard Web browser The program that serves as your front end to the Web on the Internet. In order to view a site, you type its address (URL) into the browser's Location field; for example, www.computerlanguage.com, and the home page of that site is downloaded to you. on users' desktops to access its full functionality. Livelink runs on Microsoft Windows NT(R) and the leading UNIX UNIX Operating system for digital computers, developed by Ken Thompson of Bell Laboratories in 1969. It was initially designed for a single user (the name was a pun on the earlier operating system Multics). platforms and supports most popular relational database management systems See DBMS for a shorter list of “typical”, representative database management systems. Open-source software
About Open Text Open Text has pioneered the development of intranet, extranet and corporate portal solutions that allow organizations to innovate at a consistently faster rate. We call it HyperInnovation(TM) and it is already a major factor in the success of more than 3,600 companies around the world. Open Text has become the largest supplier of collaborative Web-based solutions for the enterprise with over 3 million users in 31 countries and 12 languages throughout the world. Recent studies by International Data Corporation and the Delphi Group found Open Text to be the leader in both installed base growth and market share. Further information about the company and its solutions can be found at www.opentext.com. Copyright (c) 1999 by Open Text Corporation. Livelink is a registered trademark of Open Text Corporation. Open Text, MyLivelink and HyperInnovation are trademarks of Open Text Corporation. This list is not exhaustive. All other trademarks or registered trademarks are the property of their respective owners. This news release may contain forward-looking statements relating to the deployment of Livelink by customers, and future performance of Open Text Corporation. Forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties include, among others, risks involved in 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 and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission (SEC), including the final prospectus Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. for the company's initial public offering of common stock in January 1996, Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the years ended June 30, 1997 and June 30, 1998, and Form 10-Q for the quarters ended September 30, 1998, December 31, 1998 and March 31, 1999. Forward-looking statements 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. |
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