[1]Waterloo – Open Text™ Corporation [2], a global leader in Enterprise Content Management (ECM) software, and Vignette Corporation [3], the company that the world’s leading brands rely on for innovative and dynamic web experiences, today announced that they have entered into a definitive agreement pursuant to which Vignette will become a wholly owned subsidiary of Open Text.
Vignette shareholders will receive US $8.00 in cash plus 0.1447 of an Open Text common share for every Vignette common share which equates to approximately US $12.70 at close of market on May 5, 2009. This represents a premium of approximately 74% above the 30 trading day average closing price of Vignette’s shares and approximately 41% above the most recent closing price. This values the transaction at approximately US $310 million.
John Shackleton, President and Chief Executive Officer of Open Text, stated “The combination of Vignette with Open Text will extend the breadth of our offerings and further Open Text’s positioning as the leading independent ECM vendor in the marketplace.”
“Vignette’s customers represent some of the world’s most powerful online brands and we are excited about the opportunity to expand the relationship with these customers and partners,” said Shackleton.
“After a thorough evaluation of strategic and financial alternatives, the Vignette Board of Directors believes that today’s announcement provides attractive value for our shareholders,” said Mike Aviles, President and Chief Executive Officer of Vignette. “Our shareholders, customers, partners and employees will all benefit as Vignette combines with Open Text.”
“Joining Open Text builds on our commitment to deliver the most innovative solutions for our customers and partners. Vignette has an enviable customer base, deep expertise in Web Content Management (WCM) and global distribution capabilities. Vignette customers will benefit from Open Text’s expanded ECM solutions portfolio as well as their Vignette products being supported by the world’s largest independent ECM solutions provider,” said Aviles.
Vignette is based in Austin, Texas, and has approximately 700 employees. The transaction is expected to close in the second half of calendar 2009 and is subject to customary closing conditions, including approval by Vignette’s shareholders, Hart-Scott-Rodino anti-trust clearance, Securities and Exchange Commission clearance and stock exchange approvals.
Open Text will discuss the merger agreement during the company’s regularly scheduled third quarter fiscal 2009 investor teleconference call [4] on May 6, 2009 at 5:00 p.m. ET.