Open Text has agreed to acquire all of the issued and outstanding common shares of Nstein Technologies, a provider of digital content management offerings, in a move to expand its content management software offerings and strengthen its position in the ECM marketplace.
Under the agreement, Nstein shareholders will receive for each Nstein common share, CAD0.65 in cash, unless certain eligible shareholders otherwise elect to receive a fraction of a TSX traded common share, having a value of CAD0.65 based on the volume weighted average trading price of TSX traded common shares in the 10 trading day period immediately preceding the closing date of the acquisition.
The transaction is valued at approximately CAD35m. The acquisition is through an Nstein shareholder-approved amalgamation with a subsidiary of Open Text.
The company said that the definitive agreement includes customary non-solicitation and right to match provisions and Nstein has agreed to pay Open Text a termination fee in certain circumstances if the amalgamation is not completed.
John Shackleton, president and CEO of Open Text, said: “Nstein will extend the breadth of Open Text’s ECM offerings and further Open Text’s position as the leading independent ECM vendor in the marketplace. Based in Montreal, Nstein’s solutions are sold across major market segments, such as media and information services, life sciences and government.”
The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of two-thirds of the votes cast by Nstein’s shareholders and applicable regulatory and stock exchange approvals.