OpenText Corporation, a global leader in Enterprise Information Management (EIM), today announced a definitive agreement to acquire Actuate Corporation – The BIRT Company, the leader in personalized analytics and insights.
Under the terms of the agreement, which has been approved by the boards of directors of both companies, a newly formed, wholly-owned subsidiary of OpenText will commence a tender offer for all outstanding shares of Actuate for $6.60 per share in cash, for a total equity value of approximately $330 million, less Actuate’s cash, for an enterprise value of approximately $272 million. OpenText will fund the acquisition with cash on hand.
OpenText intends to commence a tender offer for all of the shares of common stock of Actuate within 7 business days. Under the agreement, the tender offer will be followed by a merger to acquire any untendered shares. The tender offer is subject to the tender of a majority of Actuate’s shares and certain other customary closing conditions. It is expected that the transaction will close in the third quarter of OpenText’s fiscal 2015.
For more information, download the presentation posted on OpenText’s Investor Relations website: investors.opentext.com.
The tender offer described in this press release has not yet commenced. This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. At the time the tender offer is commenced, OpenText and its wholly-owned subsidiary, Actuate Acquisition Corporation, intend to file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Actuate intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, Actuate Acquisition Corporation and Actuate intend to mail these documents to the Actuate stockholders. Investors and shareholders should read those filings carefully when they become available as they will contain important information about the tender offer. Those documents, as well as OpenText’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at OpenText’s website at www.OpenText.com. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer.