Hummingbird Ltd. (NASDAQ: HUMC, TSX: HUM) announced today that it has entered into a definitive agreement pursuant to which a wholly-owned subsidiary of Open Text Corporation (NASDAQ: OTEX; TSX: OTC) will acquire all of Hummingbird's outstanding shares in an all-cash transaction valued at US$27.85 per share, or approximately US$489 million (CDN$551 million).
The Board of Directors has unanimously approved the transaction and Hummingbird's Board is unanimously recommending that shareholders vote in favour of the transaction.
The Open Text transaction represents a premium of 20.5% to Hummingbird's shares on May 25, 2006, the day prior to Hummingbird's announcement that it had agreed to be acquired by an affiliate of Symphony Technology Group for US$26.75 per share, and a premium of 4.1% to the Symphony transaction.
Prior to executing a definitive agreement with Open Text, Hummingbird terminated its arrangement agreement with affiliates of Symphony and, as required by that agreement, paid an affiliate of Symphony a termination fee of approximately US$11.7 million. The special meeting of Hummingbird's shareholders to consider the Symphony transaction that was scheduled for August 18, 2006 has been cancelled.
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to the approval of two-thirds of the votes cast by Hummingbird's shareholders at a meeting of shareholders, currently expected to be held in late-September, as well as court approval. The transaction is also subject to certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close in early-October, shortly after receipt of shareholder and court approvals.
Hummingbird expects to send an information circular relating to the transaction to shareholders later this month. A copy of the agreement providing for the transaction will be filed with the Canadian securities regulators and furnished to the U.S. Securities and Exchange Commission. The information circular and the agreement providing for the transaction will be available at www.sedar.com and at www.sec.gov.
The Board of Directors has unanimously approved the transaction and Hummingbird's Board is unanimously recommending that shareholders vote in favour of the transaction.
The Open Text transaction represents a premium of 20.5% to Hummingbird's shares on May 25, 2006, the day prior to Hummingbird's announcement that it had agreed to be acquired by an affiliate of Symphony Technology Group for US$26.75 per share, and a premium of 4.1% to the Symphony transaction.
Prior to executing a definitive agreement with Open Text, Hummingbird terminated its arrangement agreement with affiliates of Symphony and, as required by that agreement, paid an affiliate of Symphony a termination fee of approximately US$11.7 million. The special meeting of Hummingbird's shareholders to consider the Symphony transaction that was scheduled for August 18, 2006 has been cancelled.
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to the approval of two-thirds of the votes cast by Hummingbird's shareholders at a meeting of shareholders, currently expected to be held in late-September, as well as court approval. The transaction is also subject to certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close in early-October, shortly after receipt of shareholder and court approvals.
Hummingbird expects to send an information circular relating to the transaction to shareholders later this month. A copy of the agreement providing for the transaction will be filed with the Canadian securities regulators and furnished to the U.S. Securities and Exchange Commission. The information circular and the agreement providing for the transaction will be available at www.sedar.com and at www.sec.gov.
