Business News
Open Text to Acquire Nstein Technologies
Thursday 29. April 2010 - Open Text Corporation (NASDAQ:OTEX) (TSX: OTC), the preeminent provider of Enterprise Content Management (ECM) capabilities, and Nstein Technologies Inc. (TSX-V: EIN), a leader in digital content management solutions for information-rich organizations, today announced that they have entered into a definitive agreement by which Open Text will acquire all of the issued and outstanding common shares of Nstein through an Nstein shareholder-approved amalgamation with a subsidiary of Open Text under the Companies Act (Québec).
Based on the terms of the definitive agreement, Nstein shareholders will receive for each Nstein common share, CDN $0.65 in cash, unless certain eligible shareholders otherwise elect to receive a fraction of an Open Text TSX traded common share, having a value of CDN $0.65 based on the volume weighted average trading price of Open Text TSX traded common shares in the 10 trading day period immediately preceding the closing date of the acquisition. This purchase price represents a premium of approximately 100 percent above the 30 trading day average closing price of Nstein’s common shares. The transaction is valued at approximately CDN $35 million.
According to Open Text President and Chief Executive Officer John Shackleton, Nstein will extend the breadth of Open Text’s ECM offerings and further Open Text’s position as the leading independent ECM vendor in the marketplace. Based in Montreal, Nstein’s solutions are sold across major market segments, such as media and information services, life sciences and government.
“This is a good fit for two strong Canadian companies,” said Shackleton. “With Nstein, we have an opportunity to continue to grow as Canada’s largest software company, expanding Open Text’s presence in Quebec. Nstein will also add complementary technology and expertise that enhances our ECM solutions portfolio.”
“This agreement helps Nstein take its next major step into the future,” said Luc Filiatreault, President and Chief Executive Officer of Nstein. “We’ve always been committed to delivering innovative solutions to our customers and partners. Our agreement with Open Text is in keeping with this commitment. Customers will benefit from an expanded ECM solutions portfolio, and a shared vision for innovative solutions going forward.”
The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of two-thirds of the votes cast by Nsteins shareholders and applicable regulatory and stock exchange approvals. A special meeting of Nstein’s shareholders is expected to be held to consider the amalgamation in early April, 2010.
The definitive agreement includes customary non-solicitation and right to match provisions and Nstein has agreed to pay Open Text a termination fee in certain circumstances if the amalgamation is not completed. Nstein’s Board of Directors received a fairness opinion from Pagemill Partners L.L.P. that the consideration to be received under the amalgamation is fair from a financial point of view to Nstein shareholders. The directors and officers of Nstein, and certain shareholders of Nstein, collectively representing in aggregate approximately 48 percent of the issued and outstanding shares of Nstein have agreed to enter into voting agreements with Open Text to vote in favour of the amalgamation.