Hummingbird Acknowledges Commencement of Open Text Offer, Advises Shareholders to Take No Action
11 Juillet 2006 - 8:50PM
PR Newswire (US)
TORONTO, July 11 /PRNewswire-FirstCall/ -- The Board of Directors
of Hummingbird Ltd. (NASDAQ:HUMCNASDAQ:TSX:NASDAQ:HUM) today
acknowledged the formal commencement of an unsolicited offer from a
wholly-owned subsidiary of Open Text Corporation
(NASDAQ:OTEXNASDAQ:TSX:NASDAQ:OTC) to purchase all of the
outstanding common shares of Hummingbird not currently owned by
Open Text and its affiliates for US$27.75 per share. Open Text
first announced its intention to commence an offer on July 6, 2006.
The Hummingbird Board, in consultation with its financial and legal
advisors, will thoroughly evaluate the Open Text offer. After this
evaluation, the Hummingbird Board will issue a Directors' Circular
and a related Solicitation/Recommendation Statement on Schedule
14D-9F that will contain important information, including the
Board's recommendation to shareholders with respect to the Open
Text offer. Hummingbird advises shareholders to defer making any
determination with respect to the Open Text offer until reading the
Directors' Circular and the related Solicitation/Recommendation
Statement on Schedule 14D-9F. The Directors' Circular and the
related Solicitation/Recommendation Statement on Schedule 14D-9F
regarding the Open Text offer will be available on or before July
25, 2006. Shareholders are urged to read the Directors' Circular
and Solicitation/Recommendation Statement on Schedule 14D-9F and
any amendments thereto when they become available because they
contain important information. Investors can obtain a free copy of
the Directors' Circular and Solicitation/Recommendation Statement
on Schedule 14D-9F and any amendments when they become available
and all other filings made by Hummingbird at http://www.sedar.com/
and http://www.sec.gov/. In addition, these materials may be
obtained free from Hummingbird by directing a request to
Hummingbird, 1 Sparks Avenue, Toronto, Ontario M2H 2W1,
1.877.FLY.HUMM, Attention: Investor Relations. As previously
announced, Hummingbird is party to an arrangement agreement with
affiliates of Symphony Technology Group under which a company owned
by Symphony will acquire all of Hummingbird's outstanding common
shares pursuant to a plan of arrangement in an all-cash transaction
valued at US$26.75 per share. A special meeting of Hummingbird's
shareholders to consider the plan of arrangement is scheduled for
July 21, 2006. Hummingbird mailed a management information circular
relating to the plan of arrangement to its shareholders on June 29,
2006. The circular is also available at http://www.sedar.com/ and
http://www.sec.gov/. At this time the Board continues to recommend
that shareholders vote in favour of the arrangement with Symphony.
About Hummingbird Hummingbird Ltd. is a leading global provider of
enterprise software solutions. The Company's enterprise software
solutions fall into two principal categories: enterprise content
management (ECM) solutions, and network connectivity solutions.
Hummingbird's ECM solutions enable organizations to manage the
lifecycle of enterprise content from creation to disposition,
thereby enabling organizations to address critical business needs,
such as information management, business continuity, compliance and
risk mitigation. The network connectivity solutions provide a
comprehensive set of core network technologies that enables the
enterprise to connect to any type of legacy system. Founded in
1984, Hummingbird employs over 1,400 people and serves more than
33,000 customers, including 90% of Fortune 100 companies.
Hummingbird solutions are sold directly from 40 offices worldwide
and through an Alliance Network of partners and resellers. For more
information, visit http://www.hummingbird.com/. DATASOURCE:
Hummingbird Ltd. CONTACT: Inder Duggal, Chief Financial Officer,
Hummingbird Ltd., Tel: (416) 496-2200 ext.2205, ; Dan Coombes,
Director, Investor Relations, Tel: (416) 496-2200 ext. 6359, ;
Michele Stevenson, Senior Manager, Corporate Communications, Tel:
(416) 496-2200, ext. 2623, ; Josh Pekarsky, Longview
Communications, (604) 694-6030
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