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July 20, 2009

Open Text acquires Vignette

Aims to broaden its WCM capabilities through the acquisition

By CBR Staff Writer

Open Text has completed the acquisition of all of the issued and outstanding shares of Vignette. Open Text claimed that the acquisition will further its position in the ECM market with a portfolio of web products to meet the market requirements.

Under the terms, Open Text will continue to support Vignette’s products and installed base, including users of previous versions of Vignette content management, as well as Open Text’s existing web products. The combined product line will reportedly provide users with various feature options, from web publishing applications to an integrated e-business platform for large-scale deployments.

John Shackleton, president and chief executive officer of Open Text, said: The new demands of social and digital media and fast-growing user expectations for more personalised web interactions are placing enormous pressures on customers to keep up. This is an important area of innovation for us going forward as we expand our ECM portfolio – Vignette will play a key role in this strategy.”

He further said: We are making a strong commitment of support to our WCM customers and, at the same time, taking advantage of an opportunity to broaden our WCM capabilities to address a much wider range of needs in the market. Vignette expands our capabilities to meet the evolving needs of organisations to deliver compelling, interactive sites that drive e-business, customer loyalty and lead generation. We gain important capabilities that expand our leadership in WCM and complement our current range of products in this space.

According to Shackleton, the company also sees opportunities to leverage other key components of Vignette’s product portfolio within the Open Text ECM suite.

Pursuant to the terms of the agreement, each outstanding share of Vignette common stock was converted into the right to receive $8.00 in cash, without interest and 0.1447 shares of Open Text common stock. Open Text will issue about 3.45m shares of its common stock in connection with the merger.

Based on the closing price of $36.84 per share of Open Text common stock on the Nasdaq Global Select Market on July 20, 2009, the last trading day before the closing of the merger, the aggregate value of the consideration paid in connection with the merger was about $321m.

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Open Text expects to incur restructuring charges associated with this merger and will further disclose estimates of the range of amounts expected to be incurred in connection with the restructuring initiative.

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