OpenText Enters Into Agreement to Acquire GXS for C$1.165B

Open Text Corporation (NASDAQ: OTEX [FREE Stock Trend Analysis]) (TSX: OTC), a global leader in Enterprise Information Management (EIM), announced today that it has entered into an agreement and plan of merger (Merger Agreement) to acquire GXS Group, Inc. (GXS), a leader in business-to-business (B2B) cloud integration, pursuant to which GXS will become a wholly-owned subsidiary of OpenText. For more information, please see the informational presentation under the investor section of www.opentext.com.

About the Transaction

Purchase price of $1.165 Billion Financing commitment of $800m Debt, $265m Cash Equity of $100m, or 2.1 to 2.4% of OpenText’s outstanding common shares Purchase price is 2.4x GXS Fiscal Year 2012 revenues Targeting to onboard GXS to the OpenText operating model within 2 years Targeting to be accretive to adjusted earnings for Fiscal Year 2014 Targeting the transaction to close within 90 days Subject to customary closing conditions GXS’s cloud-based B2B integration services enables more than 550,000 trading partners to integrate and manage business processes and transactions across complex global networks of customers, partners and suppliers. GXS’s cloud platform, the GXS Trading Grid, eliminates the ongoing complexities and costs of do-it-yourself B2B integration. GXS Managed Services enables customers to offload complex B2B e-commerce requirements to GXS, resulting in improved customer satisfaction, increased revenue and lower total cost of operations. GXS enables businesses to streamline new product launches, digitize accounts payable, automate warehouse receiving, conduct e-invoicing and e-payments and increase global supply chain visibility.

“The next generation of enterprise software is Enterprise Information Management,” said OpenText CEO Mark J. Barrenechea. “Today’s GXS announcement strengthens the Information Exchange pillar with the addition of market leading cloud-based B2B integration services, it expands the EIM buying centers and it strengthens EIM with the addition of cloud-based Managed Services. I look forward to welcoming GXS employees, customers and partners to OpenText in the near future.”

This acquisition reinforces OpenText’s leadership in EIM by combining OpenText’s Information Exchange portfolio of Managed File Transfer, Secure E-mail, FAX, Capture and EDI with GXS’s portfolio of B2B integration services and managed services, which helps customers to extend their partner networks to automate multi-enterprise processes and manage value-added commerce transactions. Upon closing of the transaction, OpenText and GXS together expect to serve more than 80,000 customers and support approximately 16 billion annual transactions in the cloud.

“In today’s global and highly distributed business, the on-going complexities and costs of do-it-yourself B2B integration pose significant challenges to organizations that need to integrate and orchestrate multi-enterprise processes across time, geographies and a multitude of trading partners,” said Bob Segert, President and Chief Executive Officer of GXS. “Integrating the GXS portfolio into OpenText will allow CIOs to focus their efforts on driving revenue growth while enabling innovation to stay ahead of the competition.”
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