OpenText Announces Proposed Public Offering of Common Shares

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WATERLOO, Ontario, Dec. 12, 2016 /PRNewswire/ — Open Text Corporation (NASDAQ: OTEX) (TSX: OTC) (“OpenText” or the “Company”) announced today that it has launched an underwritten public offering of U.S. $500 million of common shares (the “Offering”).  The Company intends to grant the underwriters a 30-day option to purchase up to an additional U.S. $75 million of common shares to cover over-allotments, if any.

OpenText intends to use the net proceeds from the Offering to finance a portion of the purchase price for its previously announced acquisition of Dell EMC’s Enterprise Content Division (the “Acquisition”).  OpenText expects to fund the balance of the purchase price and pay related fees and expenses with the net proceeds from debt financing and cash on hand.  The terms of any debt financing, which may include the issuance of new senior notes or the reopening of existing senior notes and/or borrowing under our existing or new credit facilities, have not been established at this time.  The Offering is not contingent on the closing of the Acquisition or any debt financing.  If for any reason the Acquisition does not close, OpenText intends to use the net proceeds from the Offering for general corporate purposes, which may include the financing of future acquisitions and the repayment of existing indebtedness.

Barclays, Citigroup and RBC Capital Markets are acting as the joint book-running managers for the Offering.

The Offering is being made in the United States pursuant to an effective shelf registration statement (including a base shelf prospectus) that has been filed with the Securities and Exchange Commission (the “SEC”) and, in Canada, pursuant to a supplement to OpenText’s base shelf prospectus filed with each of the provincial securities regulatory authorities of Canada.  Copies of these documents are available on the SEC website at www.sec.gov and SEDAR at www.sedar.com, as applicable.  Alternatively, copies of these documents may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, at 1-888-603-5847, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, at 1-800-831-9146, and RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Equity Syndicate, at 1-877-822-4089.  

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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