This filing relates solely to preliminary communications made before the commencement of a tender offer by
Coral Merger Sub Inc., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Open Text Corporation, a Delaware corporation (OpenText) to acquire all of the outstanding shares of common stock, par value $0.01
per share (Shares), of Carbonite, Inc., a Delaware corporation (Carbonite), at a purchase price of $23.00 per Share in cash, without interest pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019,
by and among OpenText, Merger Sub and Carbonite.
Additional Information
The tender offer described in this communication has not yet commenced. This communication 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 a wholly owned subsidiary 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 Carbonite intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText and Carbonite intend to mail these documents to the Carbonite stockholders. Investors and security holders are urged to read those documents and other relevant
documents filed or to be filed with the SEC carefully when they become available as they will contain important information about OpenText, Carbonite, the tender offer and related matters. Those documents as well as OpenTexts and
Carbonites other public filings with the SEC may be obtained without charge at the SECs website at www.sec.gov. OpenTexts public filings with the SEC may be obtained at OpenTexts website at http://investors.opentext.com/and
Carbonites public filings with the SEC may be obtained at Carbonites website at https://investor.carbonite.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.
Forward Looking Statements
Certain statements in this communication may contain words considered forward-looking statements or information under applicable securities laws. These
statements are based on OpenTexts current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the company operates. These statements are subject to important assumptions, risks and
uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenTexts assumptions, although considered reasonable by the company at the date of this communication, may prove to be inaccurate and
consequently its actual results could differ materially from the expectations set out herein.
For additional information with respect to risks and other
factors, which could occur, see OpenTexts Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC (which are available
at the SECs website at www.sec.gov) and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.