Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously announced, on July 25, 2017,
Open Text Corporation, a corporation incorporated under the federal laws of Canada (OpenText) and Galileo Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of OpenText (Purchaser), entered into an
Agreement and Plan of Merger (the Merger Agreement) with the Company. Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, Purchaser commenced a tender offer on August 8, 2017 to purchase any and
all outstanding shares of common stock, par value $0.001 per share, of the Company (each, a Share) at a purchase price of $7.10 per share in cash, without interest and net of applicable withholding of taxes (the Offer Price),
upon the terms and conditions set forth in the Offer to Purchase dated August 8, 2017 (as amended or supplemented, the Offer to Purchase), and in the related Letter of Transmittal (as amended or supplemented, the Letter
of Transmittal and together with the Offer to Purchase, the Offer).
On Thursday, September 14, 2017, OpenText announced that the
Offer expired at 12:00 midnight, Eastern time, on Wednesday, September 13, 2017. The Depositary (as defined in the Offer to Purchase) has advised OpenText and Purchaser that immediately prior to the Expiration Time (as defined in the Offer to
Purchase) there were validly tendered and not withdrawn (and excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received (as defined in Section 251(h)(6)(f) of the Delaware General
Corporation Law (the DGCL)), a total of 25,275,699 Shares. The validly tendered Shares represent approximately 76.7% of the Shares outstanding immediately prior to the Expiration Time. In addition, notices of guaranteed delivery have
been delivered with respect to 539,639 Shares. The number of Shares tendered into the Offer satisfied the Minimum Condition (as defined in the Merger Agreement) immediately prior to the Expiration Time. All conditions to the Offer have been
satisfied or waived. Purchaser has accepted for payment all Shares that were validly tendered pursuant to the Offer and not withdrawn prior to the Expiration Time.
On September 14, 2017, following the expiration of the Offer and acceptance for payment of the Shares tendered pursuant to the Offer, OpenText completed
its acquisition of the Company pursuant to the terms of the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, Purchaser merged with and into the Company (the Merger), with the Company surviving the Merger as
a wholly-owned subsidiary of OpenText,
without a stockholder vote to adopt the Merger Agreement or effect the Merger in accordance with Section 251(h) of the DGCL. As a result of the Merger, each Share outstanding immediately
prior to the effective time of the Merger (the Effective Time) was converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) in cash, without interest, and net of applicable withholding of taxes
(which is the same amount per Share that will be paid in the Offer), other than Shares held by OpenText or the Company, or by any wholly-owned subsidiary of OpenText (including Purchaser) or the Company, or held by stockholders who properly
exercised appraisal rights under Section 262 of the DGCL or Shares irrevocably accepted for purchase pursuant to the Offer. Shares ceased trading on the Nasdaq Stock Market (Nasdaq) prior to market open on September 14, 2017.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Merger Agreement, which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 26, 2017, and which is incorporated herein by reference.