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Open Text Plans to Acquire Hummingbird for USD27.75 Per Shr

Provider of enterprise content management Open Text Corp. has announced its plan to make an offer through a wholly-owned subsidiary for all of the common shares of Hummingbird Ltd.

Open Text said it intends to buy the company for USD 27.75 per share in cash, representing a premium of about 20.0% over the closing price of the Hummingbird Shares on the Nasdaq on May 25, 2006, the day before Hummingbird announced it had entered into an agreement with affiliates of the Symphony Technology Group to be acquired for USD 26.75 a share.

The price per share offered by Open Text is USD 1 more than the one offered by Symphony Technology Group.

Open Text said it has entered into lock-up agreements with Hummingbird shareholders holding 3.2 million common shares, or about 18 percent of Hummingbird's outstanding stock. Prior to the lock-up agreements, Open Text and its affiliates owned about 4.3 percent of Hummingbird, it said.
Other Hummingbird shareholders holding about 18.2 percent of the company's outstanding stock have indicated their support for a superior offer to the Symphony offer, Open Text said.

The Company intends to finance the offer through cash on hand and committed loan facilities to be provided by a Canadian chartered bank pursuant to a binding commitment letter. Open Text does not intend to issue equity in connection with the completion of this acquisition.

Open Text said it plans to commence the offer by no later than July 15, 2006.


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