WATERLOO, Ontario, Sept. 7, 2017 /CNW/ -- In connection with
the previously announced agreement to acquire Guidance Software,
Inc. (NASDAQ: GUID), OpenText™ (NASDAQ: OTEX) (TSX: OTEX) today
announced that it has extended the expiration of its tender offer
to acquire all of the outstanding shares of Guidance's common stock
for $7.10 per share in cash, without
interest, and net of applicable withholding of taxes. The
tender offer is now scheduled to expire at 12:00 midnight, Eastern
time, on September 13, 2017, unless
it is further extended. The tender offer was previously
scheduled to expire at 12:00 midnight, Eastern time, on
September 6, 2017. All other terms
and conditions of the tender offer remain unchanged.
The depositary for the tender offer has advised OpenText and
Galileo Acquisition Sub Inc. that as of the previous expiration
time there were validly tendered and not withdrawn (and excluding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), a total of approximately
24,744,569 shares of Guidance's common stock. The validly
tendered shares, together with the shares owned by Galileo
Acquisition Sub Inc., OpenText and controlled affiliates, represent
approximately 75.4% of the outstanding shares of common stock of
Guidance. In addition, notices of guaranteed delivery have
been delivered with respect to 505,571 shares. The tender
offer is being extended to allow more time for the Defense Security
Service to agree to a form of commitment letter. All
other conditions to the tender offer (other than such conditions
which by their terms can only be satisfied on the expiration date)
have been satisfied.
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 have mailed 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.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release, including statements
regarding OpenText's plans, objectives, expectations and intentions
relating to the acquisition, the acquisition's expected
contribution to OpenText's results, financing and closing of the
acquisition, as well as the expected timing and benefits of the
acquisition and preservation of credit ratings, may contain words
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 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.
OpenText's assumptions, although considered reasonable by the
company at the date of this press release, 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 OpenText's Annual Report on Form 10-K filed 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 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.
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.
OTEX-MNA
View original content with
multimedia:http://www.prnewswire.com/news-releases/opentext-extends-tender-offer-for-guidance-software-inc-300515591.html
SOURCE Open Text Corporation