Open Text Announces Status of IXOS Tender Offer; Over 70% of Shares Tendered; Official Results of First Stage of Offer to be Released February 5, 2004.Business Editors WATERLOO, Ontario--(BUSINESS WIRE)--Feb. 2, 2004 Open Text(TM) Corporation (Nasdaq:OTEX OTEX Open Text Corporation (stock symbol) OTEX Orientation Technico-Economique de l’Exploitation ) (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). ), an enterprise content management (ECM (1) (Enterprise Change Management) See version control and configuration management. (2) (Error Correcting Mode) A Group 3 fax capability that can test for errors within a row of pixels and request retransmission. ) vendor and provider of Livelink(R), the leading collaboration and knowledge management software for the global enterprise, today announced that, based on preliminary results, in excess of 15,000,000 shares of IXOS Software AG (Nasdaq:XOSY) (Frankfurt:XOS XOS Xylooligosaccharides XOS X-Ray Optical Systems, Inc. XOS Experimental Operating System XOS Extended Operating System XOS Cross Office Slot XOS X-Ray Optics System XOS Any Operating System ), representing over 70% of the outstanding IXOS shares, have been tendered during the initial acceptance period under the Offer by its wholly-owned subsidiary, 2016091 Ontario Inc. Of the IXOS shares tendered under the Offer, over 90% have been tendered for the Alternative Share and Warrant Consideration consisting of Open Text shares and warrants, with the balance tendered for cash. The initial acceptance period for the tender offer expired as of 12:00 p.m. (local time Frankfurt/Main, Germany) on Friday, January 30, 2004. Official results of the tenders made in the initial acceptance period will be announced on February 5, 2004. As required by German law, an additional two-week mandatory acceptance period under the Offer will begin on February 6, 2004 and will expire at 12:00 noon (local time Frankfurt/Main, Germany) on February 19, 2004. Shareholders that did not accept the Offer prior to January 30, 2004 will be able to do so during this period. The cash consideration of 9 Euro per IXOS share and the Alternative Share and Warrant Consideration under the Offer remain unchanged. The Alternative Share and Warrant Consideration consists of 0.5220 of an Open Text common share and 0.1484 of a warrant for each IXOS share, each whole warrant exercisable to purchase one Open Text common share for up to one year from the closing of the Offer at a strike price of US$20.75 per share. With the acquisition of IXOS shares by 2016091 Ontario, remaining holders of IXOS shares are reminded that, following completion of the Offer, there may be a decline in the volume of trading of IXOS shares and an increase in the volatility of the IXOS share price, as discussed in the Offer. IXOS shareholders that wish to accept the Offer during the mandatory acceptance period should consult their bank or financial adviser through which they hold their shares. All information relating to relating to relate prep → concernant relating to relate prep → bezĂĽglich +gen, mit Bezug auf +acc the Offer is contained in the offer document published on the Internet at: www.2016091ontario.de and is available free of charge from Commerzbank Aktiengesellschaft, ZGS-CMAD, DLZ DLZ Durchlaufzeit (German: processing time) DLZ Dynamically Loadable Zones DLZ Drop Landing Zone DLZ Designated Launch Zone (military aviation) DLZ Digital Lempel Ziv 2, Mainzer Landstrasse 153, 60327 Frankfurt am Main, Germany, fax no. +49 (0) 69 136-44598. About Open Text Open Text(TM) is the market leader in providing Enterprise Content Management (ECM) solutions that bring together people, processes and information in global organizations. Since launching the world's first Internet search engine and the first Web-based enterprise collaboration and knowledge management software, Open Text has continued its leadership in providing global enterprises with innovative and effective solutions. Throughout its history, Open Text has matched its tradition of innovation with a track record of financial strength and growth. Today, the Company supports fifteen million seats across 10,000 deployments in 31 countries and 12 languages worldwide. Open Text's flagship product A primary product of a company, which is typically why the company was founded and/or what made it well known. For example, MS-DOS, Windows and the Microsoft Office suite have been flagship products of Microsoft. CorelDRAW is a flagship product of Corel Corporation. , Livelink(R) seamlessly combines collaboration with content management, helping organizations transform information into knowledge to provide the foundation for innovation, compliance and accelerated growth. For more information on Open Text and Livelink, go to: www.opentext.com and www.opentext.com/livelink. Forward-Looking Statements This press release may contain "forward-looking statements" relating to the proposed acquisition of IXOS and the future performance of Open Text Corporation (the "Company"). Forward-looking statements are neither promises nor guarantees, but are subject to risks, uncertainties and other factors that may cause the actual completion and integration of the transaction and the actual results, performance or achievements of IXOS or the Company, or developments in IXOS' or the Company's business or its industry, to differ materially from the anticipated completion and integration of the transaction and the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: -- risks involved in whether and when the proposed acquisition will be completed and, if completed, in the integration of IXOS into the Company; -- costs related to the business combination; -- the satisfaction of closing conditions including the receipt of regulatory approvals; -- expected cost savings from the acquisition may not be fully realized or realized within the expected time frame; -- revenue of the combined company may be lower than expected; -- the possibility of technical, logistical or planning issues in connection with deployments; -- costs or difficulties related to obtaining stockholder approval for completing the acquisition, if obtained at all; -- legislative or regulatory changes may adversely affect the businesses in which the companies are engaged; -- economic and political conditions in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and abroad; and -- changes may occur in the securities or capital markets. More detailed discussion of these and other important risk factors can be found in the sections entitled "Business", "Quantitative and Qualitative Disclosure About Market Risk" and "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations" in documents filed by the Company with the SEC, the Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. and other securities regulatory authorities across Canada Across Canada was an afternoon program that formerly aired on The Weather Network. The segment ran from early 1999 until mid 2002. The show ran from 3:00PM ET until 7:00 PM ET. , including the Company's Report on 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 fiscal year ended June 30, 2003 and the Company's report on Form 10-Q Form 10-Q See 10-Q. for the three months ended September 30, 2003. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and the Company and IXOS disavow TO DISAVOW. To deny the authority by which an agent pretends to have acted as when he has exceeded the bounds of his authority. 2. It is the duty of the principal to fulfill the contracts which have been entered into by his authorized agent; and when an agent and disclaim any obligation to do so. Copyright (C) 2004 by Open Text Corporation. LIVELINK, LIVELINK MEETINGZONE, and OPEN TEXT are trademarks or registered trademarks of Open Text Corporation in the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire, , Canada, the European Union European Union (EU), name given since the ratification (Nov., 1993) of the Treaty of European Union, or Maastricht Treaty, to the European Community 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. |
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