Hummingbird and Open Text Execute Non-Disclosure Agreement and Commence Negotiations
July 21 2006 - 7:04AM
PR Newswire (US)
Shareholder Meeting to Consider Arrangement with Symphony
Technology Group to be Adjourned TORONTO, July 21
/PRNewswire-FirstCall/ -- Hummingbird Ltd. (NASDAQ:HUMCNASDAQ:
TSX:NASDAQ:HUM) today announced that it has commenced negotiations
with Open Text Corporation (NASDAQ:OTEXNASDAQ:TSX:NASDAQ:OTC)
regarding the terms upon which Hummingbird's Board of Directors
would support a transaction involving the acquisition by Open Text
of all of the outstanding shares of Hummingbird at a price in cash
of US$27.85 per share. To facilitate these negotiations,
Hummingbird has executed a non-disclosure agreement with Open Text
and has agreed to provide Open Text with appropriate access to
non-public information regarding Hummingbird. The non-disclosure
agreement contains standstill provisions that prevent Open Text
from acquiring Hummingbird at a price of less than US$27.85 per
share in cash prior to October 31, 2006 without the approval of
Hummingbird's Board, subject to certain exceptions. The agreement
also provides that both companies will make a good faith effort to
settle a definitive agreement relating to a transaction by July 30,
2006. There can be no assurance that this process will ultimately
result in an agreement between Hummingbird and Open Text on the
terms indicated or at all. As previously announced, Hummingbird is
also currently party to an arrangement agreement with affiliates of
Symphony Technology Group under which a company owned by Symphony
would acquire all of Hummingbird's outstanding common shares
pursuant to a plan of arrangement in an all-cash transaction valued
at US$26.75 per share. A special meeting of Hummingbird's
shareholders to consider the plan of arrangement is scheduled for
today at 10 a.m. (Toronto time). In light of the uncertain status
of a potential transaction with Open Text, and in order to ensure
that shareholders have as much relevant information as possible
about the alternatives before them and an adequate opportunity to
consider or reconsider their decision based on that information,
Hummingbird intends to adjourn the shareholders' meeting before the
plan of arrangement is considered and to reconvene the meeting on
August 18, 2006. Further details on the time and location of the
reconvened meeting will be announced at a later date. Hummingbird
noted that on July 10, 2006, Open Text formally commenced an
unsolicited offer to acquire all of the outstanding shares of
Hummingbird at a price of $27.75 cash per share. Although
Hummingbird expects that Open Text's current offer would be
withdrawn in favour of any negotiated transaction between
Hummingbird and Open Text, for the time being the offer remains
outstanding. Given the uncertain status of a potential transaction
with Open Text, the high level of conditionality of Open Text's
current offer and the fact that Hummingbird's Board has not yet
made a recommendation with respect to Open Text's current offer, at
this time the Hummingbird Board continues to recommend that
shareholders vote in favour of the arrangement with Symphony.
Hummingbird's Board intends to revisit this recommendation from
time to time as appropriate in light of Hummingbird's ongoing
negotiations with Open Text. About Hummingbird -----------------
Hummingbird Ltd. is a leading global provider of enterprise
software solutions. The Company's enterprise software solutions
fall into two principal categories: enterprise content management
(ECM) solutions, and network connectivity solutions. Hummingbird's
ECM solutions enable organizations to manage the lifecycle of
enterprise content from creation to disposition, thereby enabling
organizations to address critical business needs, such as
information management, business continuity, compliance and risk
mitigation. The network connectivity solutions provide a
comprehensive set of core network technologies that enables the
enterprise to connect to any type of legacy system. Founded in
1984, Hummingbird employs over 1,400 people and serves more than
33,000 customers, including 90% of Fortune 100 companies.
Hummingbird solutions are sold directly from 40 offices worldwide
and through an Alliance Network of partners and resellers. For more
information, visit http://www.hummingbird.com/. DATASOURCE:
Hummingbird Ltd. CONTACT: Hummingbird Contacts: Inder Duggal, Chief
Financial Officer, Hummingbird Ltd., Tel: (416) 496-2200 ext. 2205,
; Dan Coombes, Director, Investor Relations, Hummingbird Ltd., Tel:
(416) 496-2200 ext. 6359, ; Michele Stevenson, Senior Manager,
Corporate Communications, Hummingbird Ltd., Tel: (416) 496-2200
ext. 2263, ; Josh Pekarsky, Longview Communications, (604) 694-6030
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