Open Text Corporation and Gauss Interprise have announced that a wholly owned subsidiary of Open Text will acquire the common shares of Gauss for cash by way of agreement with certain of the shareholders, who will hold 73 percent of the shares at closing after conversion of indebtedness and a tender offer for the balance of the shares. Total cash consideration for the shares is expected to be approximately $11 million. Open Text expects that the transaction will close, subject to certain conditions, in the second quarter of Fiscal Year 04 (the quarter ending December, 2003).
Open Text confirms Q1 (September 2003 quarter) guidance is unchanged as the tender offer will not be completed until Q2. Based on a successful completion of the tender offer, Open Text expects to increase its guidance for Fiscal Year 04 to $225 million and $1.32 eps from $215 million and $1.30 eps to reflect the partial year inclusion of Gauss results. Open Text expects the transaction to be accretive to earnings.
Together, the companies intend to present a combined enterprise content management (ECM) solution, with Gauss adding its Web content management, and business process management solutions to Open Text's Livelink suite and its integrated collaboration and content management capabilities.
(http://www.gaussvip.com), (http://www.opentext.com), (http://www.opentext.com/livelink)