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Open Text Acquires 88% of IXOS Under Final Stage of Tender Offer
Open Text Corporation, an enterprise content management (ECM) software vendor, today announced that a total of 19,135,455 shares of IXOS Software AG, representing approximately 88% of the ordinary share capital and voting rights of IXOS, have been tendered under the tender offer (the “Offer”) to its wholly-owned subsidiary, 2016091 Ontario Inc. Of these IXOS shares, 17,792,529 shares (approximately 93% of the tendered shares) have been tendered for the Alternative Consideration of Open Text shares and warrants, with the balance tendered for cash. Together with shares acquired in the open market, 2016091 Ontario owns a total of 19,157,428 IXOS shares or approximately 88% of the ordinary share capital and voting rights of IXOS. With the Offer now completed, 2016091 Ontario Inc. will proceed with further steps to acquire the remaining IXOS shares not owned by it, in accordance with German law.
Open Text and IXOS Form World's Largest ECM Vendor
“The business combination with IXOS creates the largest ECM vendor in the world. We expect the combination to be accretive to earnings in the current fiscal year,” said Tom Jenkins, CEO of Open Text. “Together with IXOS, we now offer the broadest ECM suite available in the market today.”
Open Text—IXOS Guidance
Based on the 88% interest in IXOS acquired to date, Open Text will begin to consolidate IXOS results with its results on March 1, 2004. Open Text is also updating to its guidance for the combined operations reflecting a 12% minority interest in the shares of IXOS.
For the third quarter ending March 31, 2004, Open Text expects revenue of $80 to $90 million and adjusted earnings per share (EPS) of $0.19 to $0.25. Net income per share in accordance with U.S. generally accepted accounting principles (GAAP) for the same period is estimated to be $0.06 to $0.12. These expected results include an estimated one-time restructuring charge of approximately $4 million to be taken during the quarter and an estimated increase in amortization of intangibles during the quarter related to the purchase of IXOS of approximately $2.5 million, net of tax in both cases.
For the fourth quarter ending June 30, 2004 (the first full quarter of consolidated results), Open Text expects revenue of $100 to $110 million with adjusted EPS of $0.25 to $0.31 and GAAP net income per share of $0.16 to $0.22.
For Fiscal Year 2005 (which commences July 1, 2004), Open Text expects revenue of $420 to $450 million with adjusted EPS of $1.10 to $1.30 and GAAP net income per share of $0.75 to $0.95.
Upcoming Investor Events
Open Text announced it plans to participate in the following investor events. Note that event dates and times are subject to change after the release of this announcement. To confirm a date or learn about Web cast availability, visit the Company's Web site closer to event date at: ww.opentext.com/investor/investor_events. 26.02.2004, Open Text Corporation
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