Open Text to Acquire Captaris
Waterloo, ON and Bellevue, Wash. – September 4, 2008 – Open Text™ Corporation (NASDAQ:OTEX) (TSX: OTC), a global leader in Enterprise Content Management (ECM), and Captaris, Inc. (NASDAQ: CAPA), a leading provider of software products that automate document-centric processes, today announced a definitive merger agreement in which a wholly owned subsidiary of Open Text will acquire Captaris. Under the terms of the agreement, Captaris shareholders will receive cash consideration of approximately US $131 million in total, or $4.80 per share in exchange for their Captaris stock. The companies expect the transaction to close by the end of the calendar year, subject to customary closing conditions, including approval by Captaris’s shareholders and anti-trust approvals.
Captaris’s software products include leading document and data capture solutions that let customers convert paper documents to digital content, and manage associated processes. The acquisition will expand Open Text’s partnership offerings by creating tighter integration with Open Text's invoice management solutions that work with SAP and Oracle. Captaris also offers business information and delivery solutions built on the Microsoft .NET framework which integrate, process and automate the flow of content.
“Captaris’s technology will strengthen Open Text’s ECM solutions by providing another on-ramp for integrating content into our ECM solutions,” said John Shackleton, President and Chief Executive Officer of Open Text. “We are committed to continuing Captaris’s products, and partner and customer support.”
“After a thorough evaluation of strategic alternatives, the Captaris Board of Directors believes that today’s announcement provides value for our shareholders and the certainty of cash,” said David P. Anastasi, President and Chief Executive Officer of Captaris. "Captaris today has a significant customer base, broad distribution capabilities and major strategic partnerships. Together with our shareholders, our customers, partners and employees will benefit as Captaris combines with Open Text, a market leader with the financial strength to take our company to the next stage in its evolution.”
McKenna Long & Aldridge LLP is acting as legal advisor to Open Text. RBC Capital Markets acted as financial advisor to the Captaris Board of Directors. Perkins Coie LLP and Simpson Thacher & Bartlett LLP are acting as Captaris’s and the Board's legal advisors, respectively.
About Open Text
Open Text, an enterprise software company and leader in enterprise content management, helps organizations manage and gain the true value of their business content. Open Text brings two decades of expertise supporting 46,000 customers and millions of users in 114 countries. Working with our customers and partners, we bring together leading Content Experts™ to help organizations capture and preserve corporate memory, increase brand equity, automate processes, mitigate risk, manage compliance and improve competitiveness. For more
information, please visit www.opentext.com. For Open Text’s current investor presentation which includes additional commentary on the Captaris acquisition please visit: http://www.opentext.com/2/company/investors.
About Captaris Inc.
Captaris Inc. is a leading provider of software products that automate document centric business processes. Captaris specializes in document capture, recognition, routing, workflow and delivery. Captaris integrated solutions provide interoperability with leading line of business applications and technology platforms. Captaris products include RightFax, Captaris Workflow, Alchemy, FaxPress, DOKuStar, RecoStar, and Single Click Entry which are distributed through a global network of leading technology partners. Captaris customers include the entire Fortune 100 and the majority of Global 2000 companies. Headquartered in Bellevue, Washington, Captaris was founded in 1982 and is publicly traded on the NASDAQ Global Market under the symbol CAPA. www.Captaris.com.