Open Text Receives CFIUS Clearance for Vignette Acquisition
09 Juillet 2009 - 12:00AM
PR Newswire (US)
WATERLOO, ON and AUSTIN, TX, July 8 /PRNewswire-FirstCall/ -- Open
Text Corporation (NASDAQ:OTEX) (TSX: OTC) and Vignette Corporation
(NASDAQ:VIGN) today announced that the Committee on Foreign
Investment in the United States (CFIUS) has concluded its review of
the joint filing made by Open Text and Vignette in connection with
Open Text's acquisition of Vignette, and has issued to Open Text
and Vignette a letter stating that there are no unresolved national
security concerns with respect to the transaction and that the
review has been concluded. As previously announced, Open Text and
Vignette have entered into a definitive merger agreement in which
Open Text will acquire Vignette for a purchase price of
approximately US $317 million (based upon the closing price of Open
Text common stock on July 8, 2009) in a mix of cash and Open Text
common stock. With the letter from CFIUS, the CFIUS condition to
closing of the acquisition has been satisfied. About Open Text Open
Text is the world's largest independent provider of Enterprise
Content Management (ECM) software. Open Text's solutions manage
information for all types of business, compliance and industry
requirements in the world's largest companies, government agencies
and professional service firms. Open Text supports approximately
46,000 customers and millions of users in 114 countries and 12
languages. For more information about Open Text, visit
http://www.opentext.com/. About Vignette 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.
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Additional Information about the Merger and Where to Find It In
connection with the proposed merger, Open Text filed with the
Securities and Exchange Commission (SEC) a Registration Statement
on Form S-4 (file no. 333-159514) that includes a proxy statement
of Vignette that also constitutes a prospectus of Open Text.
Shareholders and investors are urged to read the proxy
statement/prospectus (including any amendments or supplements
thereto) regarding the proposed merger before making any voting
decision with respect to the merger. The proxy statement/prospectus
contains important information about Open Text, Vignette and the
proposed merger. Open Text's and Vignette's shareholders are able
to obtain a copy of the proxy statement/prospectus and other
relevant documents without charge at the SEC's Internet site
(http://www.sec.gov/). The proxy statement/prospectus and the other
documents may also be obtained for free by accessing Vignette's
investor relations website at http://www.ir.vignette.com/ by
clicking on the link "SEC Filings" under the heading Investor
Relations or by accessing Open Text's website at
http://www.opentext.com/ and clicking on the "Investors" link at
the top of the page, and then clicking on the link for "SEC
Filings" under the heading "Financial Reports. This communication
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. Participants in the Solicitation Vignette and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Vignette in
connection with the proposed merger. Information regarding the
interests of these directors and executive officers in the
transaction described herein are included in the proxy
statement/prospectus described above. Additional information
regarding these directors and executive officers is also included
in Vignette's proxy statement for its 2009 Annual Meeting of
Stockholders, which was filed with the SEC on March 31, 2009. This
document is available free of charge at the SEC's web site at
http://www.sec.gov/, and from Vignette by accessing Vignette's
investor relations website at http://www.ir.vignette.com/ by
clicking on the link "SEC Filings" under the heading Investor
Relations or by contacting Investor Relations by telephone at (512)
741-4541, or by mail at Vignette Corporation, 1301 South MoPac
Expressway, Suite 100, Austin, Texas 78746, USA. 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 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.
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 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 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. (C) 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. DATASOURCE:
Open Text Corporation CONTACT: Paul McFeeters, Chief Financial
Officer, Open Text Corporation, (905) 762-6121, ; Greg Secord,
Vice-President, Investor Relations, Open Text Corporation, (519)
888-7111 ext.2408, ; Pat Kelly, Investor Contact, Vignette
Corporation, (512) 741-4541, ; Melanie Brenneman, Media Contact,
Vignette Corporation, (512) 741-4871,
Copyright