Open Text Corporation (NASDAQ:OTEX) Files An 8-K Completion of Acquisition or Disposition of Assets

Open Text Corporation (NASDAQ:OTEX) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01

Completion of Acquisition or Disposition of Assets
On January 23, 2017>Open Text Corporation (OpenText) completed
the previously announced acquisition (the Acquisition) of certain
assets and the assumption of certain liabilities of the
enterprise content division of EMC Corporation, a Massachusetts
corporation, EMC International Company, a company organized under
the laws of Ireland, and EMC (Benelux) B.V., a besloten
vennootschap organized under the laws of Netherlands
(collectively referred to as Dell EMC), to the terms of a Master
Acquisition Agreement, dated September 12, 2016 (the Master
Acquisition Agreement), by and among Dell EMC and OpenText.
The purchase price for the Acquisition was U.S. $1.62 billion.
The sources of funds used were approximately U.S. $650 million of
cash on hand, U.S. $585 million net proceeds from an underwritten
public offering of OpenTexts common shares, U.S. $254 million net
proceeds from a reopening of OpenTexts 5.875% senior notes with
the remaining funds drawn under OpenTexts existing revolving
credit facility.
The foregoing description of the Acquisition does not purport to
be complete and is subject to, and qualified in its entirety by,
the full text of the Master Acquisition Agreement, which is
incorporated herein by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by OpenText with the U.S. Securities and
Exchange Commission (the SEC) on September 12, 2016.
Item 7.01
Regulation FD Disclosure
On January 23, 2017, OpenText issued a press release regarding
the matters described in Item 2.01 of this Current Report on Form
8-K. A copy of the press release is being furnished herewith as
Exhibit 99.1.
This information is being furnished under Item 7.01 and shall not
be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liability of such section, nor shall this
information be deemed incorporated by reference in any filing
made by OpenText under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.>The financial
information required by this item will be filed to an amendment
to this Current Report on Form 8-K no later than 71 calendar days
after the date this Current Report on Form 8-K was required to be
filed.
(b) Pro Forma Financial Information.>The pro forma financial
information required by this item will be filed to an amendment
to this Current Report on Form 8-K no later than 71 calendar days
after the date this Current Report on Form 8-K was required to be
filed.
(d) Exhibits.
Exhibit
No.
Description
2.1
Master Acquisition Agreement, dated as of September 12,
2016, by and among EMC Corporation, EMC International
Company, EMC (Benelux) B.V. and Open Text Corporation
(incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Open Text
Corporation on September 12, 2016)
99.1
Press Release issued by Open Text Corporation on
January 23, 2017


About Open Text Corporation (NASDAQ:OTEX)

Open Text Corporation provides a platform and suite of software products and services that assist organizations in finding, utilizing, and sharing business information from any device. The Company designs, develops, markets and sells Enterprise Information Management (EIM) software and solutions. Its EIM offerings include Enterprise Content Management (ECM), Business Process Management (BPM), Customer Experience Management (CEM), Business Network, Discovery and Analytics. Its software and services allow organizations to manage the information that flows into, out of, and throughout the enterprise as part of daily operations. Its solutions incorporate collaborative and mobile technologies and are delivered for on-premises deployment, as well as through cloud, hybrid and managed hosted services models. In addition, the Company provides solutions that facilitate the exchange of information and transactions that occur between supply chain participants.

Open Text Corporation (NASDAQ:OTEX) Recent Trading Information

Open Text Corporation (NASDAQ:OTEX) closed its last trading session up +1.08 at 34.09 with 639,754 shares trading hands.

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