WATERLOO, Ontario, Oct. 10, 2017 /CNW/ -- Open Text
Corporation (NASDAQ: OTEX, TSX: OTEX), has been notified of an
unsolicited mini-tender offer made by TRC Capital Corporation to
purchase up to 3,000,000 OpenText common shares, or approximately
1.13% of the company's outstanding common shares, at a price of
Cdn. $38.50 per share. OpenText
does not endorse this unsolicited offer, has no association with
TRC Capital or its offer, and recommends that shareholders do not
tender their shares to the offer.
OpenText cautions shareholders that the mini-tender offer has
been made at a price below the market price for OpenText
shares. The offer represents a discount of 4.44% to the TSX
closing price and 4.67% to the NASDAQ closing price for OpenText
common shares on October 3, 2017, the
last trading day before the mini-tender offer was commenced.
According to TRC Capital's offer documents, OpenText
shareholders who deposit their shares in acceptance of the offer
may withdraw their shares at any time before 12:01 a.m. (Toronto time) on November 3, 2017 by following the procedures
described in the offer documents.
Mini-tender offers are designed to acquire less than 5% of a
company's outstanding shares, thereby avoiding disclosure and
procedural requirements applicable to most bids under Canadian and
U.S. securities regulations. The Canadian Securities Administrators
(CSA) and the U.S. Securities and Exchange Commission (SEC) have
expressed serious concerns about mini-tender offers, including the
possibility that investors might tender to such offers without
understanding the offer price relative to the actual market price
of their securities.
The SEC states that "bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price."
Any shareholder considering tendering to the offer should
consult their financial adviser.
OpenText strongly encourages brokers, dealers and other market
participants to exercise caution and review the letter regarding
broker-dealer mini-tender offer dissemination and disclosures on
the SEC website at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
OpenText requests that a copy of this news release be included
in any distribution of materials relating to TRC Capital's
mini-tender offer for OpenText shares.
Guidance from the CSA on mini-tenders can be found on the
Ontario Securities Commission website at
www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
Information about mini-tender offers can be found on the SEC
website at www.sec.gov/investor/pubs/minitend.htm.
TRC Capital has routinely made similar unsolicited mini-tender
offers for shares of other public companies in Canada and elsewhere.
About OpenText
OpenText, The Information Company™,
enables organizations to gain insight through market leading
information systems, on premises or in the cloud. For more
information about OpenText please visit www.opentext.com.
Copyright ©2017 Open Text. OpenText is a trademark or registered
trademark of Open Text. The list of trademarks is not exhaustive of
other trademarks. Registered trademarks, product names, company
names, brands and service names mentioned herein are property of
Open Text. All rights reserved. For more information, visit:
http://www.opentext.com/who-we-are/copyright-information.
OTEX-F
For more information, please contact
Greg Secord
Vice President, Investor Relations
Open Text Corporation
(415) 963-0825
investors@opentext.com
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SOURCE Open Text Corporation