Hummingbird Recommends Shareholders Reject Open Text's Offer

Jul 28, 2006


The board of directors of Hummingbird Ltd., a global provider of integrated enterprise content management (ECM) and network connectivity solutions, has recommended that shareholders reject the unsolicited offer from a wholly-owned subsidiary of Open Text Corporation, and not tender their shares into the offer at this time.

The board's recommendation refers only to the unsolicited all-cash offer commenced by Open Text on July 10, 2006, pursuant to which Open Text would acquire all of Hummingbird's outstanding common shares at a price of $27.75 per share. Among the reasons for the board's recommendation is the fact that Hummingbird is currently negotiating a potential transaction with Open Text pursuant to which Open Text would acquire Hummingbird at a price higher than $27.75 per share in a transaction with fewer conditions.

Hummingbird has commenced negotiations with Open Text Corporation 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 $27.85 per share.