OpenText Mergers and Acquisitions Presentation Deck
Additional Information
Disclosure requirements of the UK City Code on Takeovers and Mergers
Under Rule 8.3(a) of the UK City Code on Takeovers and Mergers (the Code), any person who is interested in 1 percent or more of any class of relevant securities of an offeree company or of any securities exchange offeror
(being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on
the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 percent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at
https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Additional Information
U.S. shareholders (and the acquired company's ADS holders) should note that the Proposed Acquisition relates to an offer for the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 of the
Exchange Act and is being made by means of a scheme of arrangement provided for under English company law. The Proposed Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer
rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Proposed Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of arrangement involving a
target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, we exercise our right to implement the Proposed Acquisition
by way of a takeover offer and determines to extend the takeover offer into the United States, the Proposed Acquisition will be made in compliance with applicable U.S. securities laws and regulations, including Sections 14(d) and
14(e) of the Exchange Act and Regulations 14D and 14E thereunder. Such a takeover offer would be made in the United States by us or our wholly-owned subsidiary and no one else.
Use of Non-GAAP measures.
This presentation includes certain financial measures that the SEC defines as "non-GAAP measures." Please refer to OpenText's "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of
selected GAAP-based measures to Non-GAAP-based measures". included within our current and historical filings on Forms 10-Q, 10-K and 8-K for more information on the use of non-GAAP measures. Please refer to the
acquired company's Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F for a reconciliation of Adjusted EBITDA under Segmental Reporting. Reconciliation of certain forward-looking non-GAAP
measure would not be feasible without unreasonable efforts because of the unpredictability of the items that would be excluded from non-GAAP measures for the combined company.
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