HUMC Hummingbird

Shareholder Meeting to Consider Arrangement with Symphony Technology Group to be Adjourned TORONTO, July 21 /PRNewswire-FirstCall/ -- Hummingbird Ltd. (NASDAQ:HUMCNASDAQ: TSX:NASDAQ:HUM) today announced that it has commenced negotiations with Open Text Corporation (NASDAQ:OTEXNASDAQ:TSX:NASDAQ:OTC) regarding the terms upon which Hummingbird's Board of Directors would support a transaction involving the acquisition by Open Text of all of the outstanding shares of Hummingbird at a price in cash of US$27.85 per share. To facilitate these negotiations, Hummingbird has executed a non-disclosure agreement with Open Text and has agreed to provide Open Text with appropriate access to non-public information regarding Hummingbird. The non-disclosure agreement contains standstill provisions that prevent Open Text from acquiring Hummingbird at a price of less than US$27.85 per share in cash prior to October 31, 2006 without the approval of Hummingbird's Board, subject to certain exceptions. The agreement also provides that both companies will make a good faith effort to settle a definitive agreement relating to a transaction by July 30, 2006. There can be no assurance that this process will ultimately result in an agreement between Hummingbird and Open Text on the terms indicated or at all. As previously announced, Hummingbird is also currently party to an arrangement agreement with affiliates of Symphony Technology Group under which a company owned by Symphony would 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 today at 10 a.m. (Toronto time). In light of the uncertain status of a potential transaction with Open Text, and in order to ensure that shareholders have as much relevant information as possible about the alternatives before them and an adequate opportunity to consider or reconsider their decision based on that information, Hummingbird intends to adjourn the shareholders' meeting before the plan of arrangement is considered and to reconvene the meeting on August 18, 2006. Further details on the time and location of the reconvened meeting will be announced at a later date. Hummingbird noted that on July 10, 2006, Open Text formally commenced an unsolicited offer to acquire all of the outstanding shares of Hummingbird at a price of $27.75 cash per share. Although Hummingbird expects that Open Text's current offer would be withdrawn in favour of any negotiated transaction between Hummingbird and Open Text, for the time being the offer remains outstanding. Given the uncertain status of a potential transaction with Open Text, the high level of conditionality of Open Text's current offer and the fact that Hummingbird's Board has not yet made a recommendation with respect to Open Text's current offer, at this time the Hummingbird Board continues to recommend that shareholders vote in favour of the arrangement with Symphony. Hummingbird's Board intends to revisit this recommendation from time to time as appropriate in light of Hummingbird's ongoing negotiations with Open Text. 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: Hummingbird Contacts: Inder Duggal, Chief Financial Officer, Hummingbird Ltd., Tel: (416) 496-2200 ext. 2205, ; Dan Coombes, Director, Investor Relations, Hummingbird Ltd., Tel: (416) 496-2200 ext. 6359, ; Michele Stevenson, Senior Manager, Corporate Communications, Hummingbird Ltd., Tel: (416) 496-2200 ext. 2263, ; Josh Pekarsky, Longview Communications, (604) 694-6030

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