WATERLOO, Ontario, Aug. 8, 2017 /PRNewswire/ -- OpenText™ (NASDAQ:
OTEX, TSX: OTEX), the global leader in Enterprise Information
Management (EIM), today announced that its wholly-owned subsidiary,
Galileo Acquisition Sub Inc., has commenced its previously
announced tender offer for all outstanding shares of common stock
of Guidance Software, Inc. (NASDAQ: GUID) at a price of U.S.
$7.10 per share. The tender offer is
being made in connection with the Agreement and Plan of Merger,
dated as of July 25, 2017 (the
"Merger Agreement"), by and among OpenText, Galileo Acquisition Sub
Inc. and Guidance, which OpenText and Guidance announced on
July 26, 2017.
The Guidance board of directors has unanimously determined that
the offer is advisable, fair to and in the best interests of
Guidance's stockholders and unanimously recommends that the
Guidance stockholders accept the offer and tender their shares.
The tender offer is scheduled to expire at 12:00 midnight,
Eastern Time, on Wednesday, September 6,
2017, unless the offer is extended or earlier
terminated.
Consummation of the tender offer is conditioned upon
(i) there having been validly tendered in the tender offer (in
the aggregate) and not withdrawn (and excluding any shares tendered
pursuant to guaranteed delivery procedures that have not yet been
received (as defined in Section 251(h)(6)(f) of the Delaware
General Corporation Law)) immediately prior to 12:00 midnight,
Eastern time, on September 6, 2017
(such date and time, as it may be extended by Galileo Acquisition
Sub Inc. from time to time in accordance with the Merger Agreement,
the "Expiration Time"), that number of shares that would, together
with the number of shares (if any) then owned by Galileo
Acquisition Sub Inc., OpenText and controlled affiliates of
OpenText and Galileo Acquisition Sub Inc., equal at least a
majority of shares then issued and outstanding,
(ii) expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(iii) obtaining DSS Consent (as defined in the Merger Agreement),
(iv) no Company Material Adverse Effect (as defined in the Merger
Agreement) having occurred following the date of the Merger
Agreement and (v) the satisfaction of other customary
conditions as described in the Merger Agreement. Shares that are
tendered pursuant to guaranteed delivery procedures will be deemed
to be validly tendered if and only if the shares subject to such
guarantees have been received by the depositary prior to the
Expiration Time. There is no financing condition to the tender
offer.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials, which have been filed by OpenText and Galileo
Acquisition Sub Inc. with the SEC today. In addition, Guidance has
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC relating to the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from Georgeson LLC,
the information agent for the tender offer, toll-free at (800)
891-3214. Computershare Trust Company, N.A. is acting as depositary
for the tender offer.
Additional Information
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.
OpenText and its wholly-owned subsidiary, Galileo Acquisition Sub
Inc., have filed 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 Guidance has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. OpenText, Galileo Acquisition Sub Inc.
and Guidance will mail these documents to the Guidance
stockholders. Investors and security holders are urged to read
those documents and other relevant documents filed or to be filed
with the SEC carefully as they contain important information about
OpenText, Guidance, the tender offer and related matters. Those
documents as well as OpenText's and Guidance's other public filings
with the SEC may be obtained without charge at the SEC's website at
www.sec.gov. OpenText's public filings with the SEC may be obtained
at OpenText's website at www.opentext.com and Guidance's public
filings with the SEC may be obtained at Guidance's website at
www.guidancesoftware.com. The offer to purchase and related
materials may also be obtained for free by contacting Georgeson
LLC, the information agent for the tender offer, toll-free at (800)
891-3214.
About OpenText
OpenText enables the digital world,
creating a better way for organizations to work with information,
on premises or in the cloud. For more information about OpenText
(NASDAQ: OTEX, TSX: OTEX) visit opentext.com.
Connect with us:
OpenText CEO Mark Barrenechea's
blog
Twitter | LinkedIn | Facebook
About Guidance
Guidance exists to turn chaos and the
unknown into order and the known-so that companies and their
customers can go about their daily lives as usual without worry or
disruption, knowing their most valuable information is safe and
secure. The makers of EnCase®, the gold standard in forensic
security, Guidance provides a mission-critical foundation of
market-leading applications that offer deep 360-degree visibility
across all endpoints, devices and networks, allowing proactive
identification and remediation of threats. From retail to financial
institutions, our field-tested and court-proven solutions are
deployed on an estimated 35 million endpoints at more than 70 of
the Fortune 100 and hundreds of agencies worldwide, from beginning
to endpoint.
Guidance Software®, EnCase® and EnForce™ are trademarks owned by
Guidance Software and may not be used without prior written
permission. All other trademarks and copyrights are the property of
their respective owners.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication,
including statements regarding the transaction between OpenText and
Guidance, OpenText's and Guidance's financial results and estimates
and/or business prospects, the combined company's plans,
objectives, expectations and intentions, leadership in the
enterprise information management ("EIM") and forensic security
solutions industries and the expected size, scope and growth of the
combined company's operations and the markets in which it will
operate, expected synergies, as well as the expected timing and
benefits of the transaction, may contain words such as "expects,"
"may," "potential," "upside," "approximately," "project," "would,"
"could," "should," "will," "anticipates," "believes," "intends,"
"estimates," "targets," "plans," "envisions," "seeks" and other
similar language and are considered forward-looking statements or
information under applicable securities laws. These statements are
based on OpenText's current expectations, estimates, forecasts and
projections about the transaction and the operating environment,
economies and markets in which OpenText and Guidance operate, are
subject to important risks and uncertainties that are difficult to
predict and the actual outcome may be materially different. These
statements reflect beliefs and assumptions that are based on
OpenText's and Guidance's perception of historical trends, current
conditions and expected future developments as well as other
factors management believes are appropriate in the circumstances.
In making these statements, OpenText and Guidance have made
assumptions with respect to the ability of OpenText and Guidance to
achieve expected synergies and the timing of same, the ability of
OpenText and Guidance to predict and adapt to changing customer
requirements, preferences and spending patterns, the ability of
OpenText and Guidance to protect their intellectual property,
future capital expenditures, including the amount and nature
thereof, trends and developments in the information technology and
financial sectors and other sectors of the economy that are related
to these sectors, business strategy and outlook, expansion and
growth of business and operations, credit risks, anticipated
acquisitions, future results being similar to historical results,
expectations related to future general economic and market
conditions and other matters. OpenText's and Guidance's beliefs and
assumptions are inherently subject to significant business,
economic, competitive and other uncertainties and contingencies
regarding future events and as such, are subject to change.
OpenText's beliefs and assumptions may prove to be inaccurate and
consequently OpenText's actual results could differ materially from
the expectations set out herein.
Actual results or events could differ materially from those
contemplated in the forward-looking statements as a result of the
following:
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(i)
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risks and
uncertainties relating to the transaction, including (a) the risk
that the businesses will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than
expected, which could result in additional demands on OpenText's
resources, systems, procedures and controls, disruption of its
ongoing business and diversion of management's attention from other
business concerns, (b) the possibility that certain assumptions
with respect to Guidance or the transaction could prove to be
inaccurate, (c) failure or delay in respect of approvals and the
satisfaction of the closing conditions to the transaction, (d) the
potential failure to retain key employees of OpenText or Guidance
as a result of the transaction or during integration of the
businesses and (e) disruptions resulting from the transaction,
making it more difficult to maintain business
relationships;
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(ii)
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risks and
uncertainties relating to OpenText, including (a) the future
performance, financial and otherwise, of OpenText, (b) the ability
of OpenText to bring new products to market and to increase sales,
(c) the strength of OpenText's product development pipeline, (d)
OpenText's growth and profitability prospects, (e) the estimated
size and growth prospects of the EIM market, (f) OpenText's
competitive position in the EIM market and its ability to take
advantage of future opportunities in this market, (g) the benefits
of OpenText's products to be realized by customers and (h) the
demand for OpenText's products and the extent of deployment of
OpenText's products in the EIM marketplace; and
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(iii)
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risks and
uncertainties relating to future events, conditions or
circumstances, or other general risks, including (a) integration of
other acquisitions and related restructuring efforts, including the
quantum of restructuring charges and the timing thereof, (b) the
possibility that OpenText may be unable to meet its future
reporting requirements under the U.S. Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder, (c) the
risks associated with bringing new products to market, (d)
fluctuations in currency exchange rates, (e) delays in the
purchasing decisions of OpenText's customers, (f) the competition
OpenText faces in its industry and/or marketplace, (g) the
possibility of technical, logistical or planning issues in
connection with the deployment of OpenText's products or services,
(h) the continuous commitment of OpenText's customers and (i)
demand for OpenText's products.
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For additional information with respect to risks and other
factors which could occur, see OpenText's Annual Report on Form
10-K filed on August 3, 2017,
including Part I, Item 1A, "Risk Factors" therein, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other
securities filings with the SEC that are available at the SEC's
website at www.sec.gov and other securities regulators. Many of
these factors are beyond OpenText's control. 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.
Copyright ©2017 Open Text. OpenText is a trademark or registered
trademark of Open Text. The list of trademarks is not exhaustive of
other trademarks. Registered trademarks, product names, company
names, brands and service names mentioned herein are property of
Open Text. All rights reserved. For more information, visit:
http://www.opentext.com/who-we-are/copyright-information.
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SOURCE Open Text Corporation
