Combined Capabilities for Document, Data Capture and ERP Integration
Enhanced
WATERLOO, ON and BELLEVUE, WA, Sept. 4 /PRNewswire-FirstCall/ - Open
Text(TM) 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(TM) 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
http://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 Captaris
Workflow, Alchemy, 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. Captaris has approximately 565 employees. For more
information about Captaris please visit: http://www.captaris.com.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Captaris expects to file a
proxy statement and other materials with the Securities and Exchange
Commission (SEC). Captaris shareholders are urged to read the proxy
statement (including any amendments or supplements to the proxy statement)
regarding the proposed transaction when it becomes available before making
any voting decision with respect to the merger. The proxy statement will
contain important information about Captaris, Open Text and the proposed
transaction. Captaris's shareholders will be able to obtain a copy of the
proxy statement and other relevant documents, when they become available
and without charge, at the SEC's Internet site (http://www.sec.gov). Copies
of the proxy statement, the other relevant documents and the filings with
the SEC that will be incorporated by reference in the proxy statement can
also be obtained, without charge, by directing a request to Captaris at 301
116th Ave. S.E., Suite 400, Bellevue, Washington, 98004-6446, USA,
Attention: Corporate Secretary.
Participants in the Solicitation
Captaris and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of
Captaris in connection with the proposed transaction. Information regarding
the special interests of these directors and executive officers in the
merger transaction will be included in the proxy statement referred to
above. Additional information regarding the directors and executive
officers of Captaris is also included in Captaris's annual report on Form
10-K filed with the SEC on March 17, 2008, as amended on April 29, 2008.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act
of 1995
This news release may contain forward-looking statements relating to
the acquisition of Captaris, including timing and likelihood of a closing
of the acquisition, the success of any of Captaris's strategic initiatives,
Captaris's growth and profitability prospects, the benefits of Captaris's
products to be realized by customers, Captaris's position in the market and
future opportunities therein, the deployment of Livelink and our other
products by customers, and future performance of Open Text Corporation.
Forward-looking statements may also include, without limitation, any
statement relating to future events, conditions or circumstances.
Forward-looking statements in this release are not promises or guarantees
and are subject to certain risks and uncertainties, and actual results may
differ materially. The risks and uncertainties that may affect
forward-looking statements include, among others, the failure to develop
new products, risks involved in fluctuations in currency exchange rates,
delays in purchasing decisions of customers, the completion and integration
of acquisitions, the possibility of technical, logistical or planning
issues in connection with deployments, the continuous commitment of Open
Text's customers, demand for Open Text's products and other risks detailed
from time to time in Open Text's filings with the Securities and Exchange
Commission (SEC), including the Form 10-K for the year ended June 30, 2008.
You should not place undue reliance upon any such forward-looking
statements, which are based on management's beliefs and opinions at the
time the statements are made, and neither Captaris nor Open Text undertake
any obligations to update forward-looking statements should circumstances
or management's beliefs or opinions change.
Copyright (C) 2008 by Open Text Corporation. LIVELINK ECM and OPEN TEXT
are trademarks or registered trademarks of Open Text Corporation in the
United States of America, Canada, the European Union and/or other
countries. This list of trademarks is not exhaustive. Other trademarks,
registered trademarks, product names, company names, brands and service
names mentioned herein are property of Open Text Corporation or other
respective owners.
(C)2008 All rights reserved. No part of this publication may be
reproduced, transmitted, transcribed, stored in a retrieval system, or
translated into any language in any form by any means without the written
permission of Captaris. The following are registered trademarks and
trademarks of Captaris Inc. and its subsidiaries: Captaris, the Captaris
logo, Alchemy(R), Captaris Workflow(TM), RightDocs(TM), RightFlow(TM) and
RightStar(TM) in the US and/or other jurisdictions. RecoStar, DOKuStar,
DOKuStar Capture Suite, Single Click Entry, and Invoice CENTER are
registered trademarks and trademarks of Captaris Document Technologies
GmbH. All other brand names and trademarks are the property of their
respective owners.
SOURCE Open Text Corporation
back to top
CONTACT: Open Text: Paul McFeeters, Chief Financial Officer, Open Text Corporation, (905) 762-6121, pmcfeeters@opentext.com; Greg Secord, Vice-President, Investor Relations, Open Text Corporation, (519) 888-7111 ext.2408, gsecord@opentext.com; Rich Maganini, Director, Corporate Communications, Open Text Corporation, (847) 267-9330 ext.4266, rmaganin@opentext.com; Captaris Investor Contacts: Peter Papano, Captaris, Inc., (425) 638-4200, peterpapano@captaris.com; Tim Lynch, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449, tlynch@joelefrank.com
|