Open Text Corporation and IXOS Software AG have entered into a business combination agreement in which a wholly owned subsidiary of Open Text will acquire all of the issued and outstanding shares of IXOS. The transaction will proceed via a tender offer for cash consideration of either 9 Euro per share (approximately US$10.46) or 0.2610 of an Open Text share for each share of IXOS tendered. The Open Text share will include a warrant to purchase 0.0742 of an Open Text share for up to one year after closing the transaction, with a strike price of US $41.50 per share. The cash consideration represents a 34% premium based on the three months volume weighted average prior to the announcement.
The management and supervisory board of IXOS, and the Open Text board of directors both unanimously support the business combination agreement. The major shareholder of IXOS, holding approximately 25% of its shares, has entered into agreement with Open Text to support the transaction. The tender offer will be subject to certain conditions including regulatory approvals and approval of the issuance of shares by Open Text shareholders. The companies expect the tender offer transaction to close in the next 120 days. The above share and warrant ratios and numbers will be adjusted at closing to reflect the 2-for-1 share split announced by Open Text to take effect on October 29, 2003.
Open Text and IXOS are each providers of ECM software with complementary solutions. Under the business combination agreement, it is intended that Open Text will be organized into two divisions. The North American-based division, with operational headquarters in Chicago, will have global responsibility for collaboration and knowledge management solutions as well as North American responsibility for operations. The European-based division, headquartered in Munich, will have global responsibility for content management and archiving as well as European responsibility for operations. Gauss Interprises AG, which was recently acquired by Open Text, will also be part of the European content management division. IXOS' CEO Robert Hoog will become head of the European organization for Open Text.