OpenText Announces Senior Secured Notes Offering as part of Micro Focus Acquisition Financing

OpenText™ (NASDAQ: OTEX), (TSX: OTEX) today announced Open Text Corporation (the "Company" or "OpenText") intends to commence, subject to market and customary conditions, a proposed offering of senior secured notes (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act").

The Notes will be guaranteed on a senior secured basis by OpenText's existing wholly-owned subsidiaries organized in the United States or Canada that borrow or guarantee OpenText's obligations under its senior credit facilities. The Notes and related guarantees will be secured on the same basis as the Company's senior credit facilities.

The proposed offering is expected to be consummated prior to the consummation of the previously announced acquisition (the "Acquisition") of Micro Focus International plc. The precise timing, size and terms of the offering (including the size and tenor of the Notes) are subject to market conditions and other factors.

The Notes and related guarantees will not be registered under the Securities Act. The Notes and related guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.

About OpenText

OpenText, The Information Company™, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions.

Publication on a website

This announcement and certain associated documents will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on OpenText's website at https://investors.opentext.com/ by no later than 12 noon ( London time) on the business day following the publication of this announcement. Neither the content of any of the websites referred to in this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part of, this announcement.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this announcement, including statements regarding OpenText's plans, objectives, expectations and intentions relating to the Acquisition, the Acquisition's expected contribution to OpenText's results, financing and closing of the Acquisition, as well as the expected timing and benefits of the Acquisition, impact on future financial performance including in respect of annual recurring revenues, cloud growth, adjusted EBITDA, cash flows and earnings, may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which OpenText operates, as well as the impact of the ongoing COVID-19 pandemic. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by OpenText at the date of this announcement, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors, which could occur, see OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Copyright © 2022 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents .

OTEX-MNA

Further information, please contact:

Harry E. Blount
Senior Vice President, Investor Relations
OpenText Corporation
415-963-0825
investors@opentext.com

Cision View original content: https://www.prnewswire.com/news-releases/opentext-announces-senior-secured-notes-offering-as-part-of-micro-focus-acquisition-financing-301676969.html

SOURCE Open Text Corporation

News Provided by PR Newswire via QuoteMedia

OTEX:CA
The Conversation (0)
Circuit board forming a brain shape on a digital blue background.

Nebius Shares Soar on US$17.4 Billion Microsoft AI Deal

Nebius Group (NASDAQ:NBIS) surged on Tuesday (September 9) after announcing a multibillion-dollar deal with Microsoft (NASDAQ:MSFT) to provide dedicated artificial intelligence (AI) infrastructure.

Valued at US$17.4 billion over five years and expandable to US$19.4 billion if demand increases, the arrangement will see Nebius supply Microsoft with computing capacity from a new data center under construction in Vineland, New Jersey.

The news sent Nebius shares up 43.3 percent to US$91.75, their highest level on record.

Keep reading...Show less
OpenAI logo on a dark screen with a soft blue gradient background.

OpenAI Taps Broadcom to Build Custom AI Chips in Face of GPU Supply Concerns

OpenAI, the company behind ChatGPT, is reportedly set to begin large-scale production of its own artificial intelligence (AI) chips through a partnership with Broadcom (NASDAQ:AVGO).

Experts in the space see the move as a bid to cut reliance on chip giant NVIDIA (NASDAQ:NVDA) and ease the global shortage of processors driving platforms like ChatGPT.

The news came after Broadcom CEO Hock Tan told analysts in a September 4 call that the company had secured a fourth major customer that has committed to a US$10 billion order.

Keep reading...Show less
Person using laptop with generative AI, ChatGPT and other symbols floating between them.

10 Generative AI Stocks to Watch as ChatGPT Soars

The launch of OpenAI’s ChatGPT created a major buzz around artificial intelligence (AI) stocks.

ChatGPT is an AI chatbot software application that uses machine-learning techniques to emulate human-written conversations. This technology is called generative AI, and it's been making an impact on myriad industries, including marketing, security, healthcare, gaming, communication, customer service and software development.

The potential behind generative AI has been the primary driver behind a major stock rally that has helped the S&P 500 (INDEXSP:.INX) and Nasdaq Composite (INDEXNASDAQ:.IXIC) reach multiple new highs since 2023.

Keep reading...Show less
RemSense CEO and Managing Director Warren Cook

RemSense Eyes More Strategic Partnerships for Global Growth

RemSense (ASX:REM) is looking to secure more strategic partnerships as the company eyes global expansion, according to CEO and Managing Director Warren Cook.

“We have a strong pipeline of services to deliver to our existing clients that's going to take us right up through to the end of the year and into the early new year. For our global growth, we see partnerships as a critical part of our strategy to give us scale and capacity to grow throughout other parts of the region,” Cook said in an interview with the Investing News Network.

RemSense’s 3D visualisation technology — called virtualplant — is used by some major companies, including Woodside Energy Group (ASX:WDS,NYSE:WDS) and Chevron (NYSE:CVX).

Keep reading...Show less
Glowing red maple leaf on digital circuit board background.

Canada's Stealthy AI Strategy: Why the Future is B2B, Not Just Chatbots

As global giants chase consumer-facing artificial intelligence (AI), Canada has adopted a different approach.

The northern nation has excelled in developing B2B AI solutions for enterprises, governments and research institutions. This discreet strategy aims to cultivate a trusted AI environment, fostering innovation and economic growth within Canada, while building a resilient ecosystem safeguarded from external influences.

While the spotlight often falls elsewhere, Canada’s AI strategy could present a unique opportunity for investors seeking long-term growth in the evolving AI landscape.

Keep reading...Show less
Syntheia (CSE:SYAI)

Syntheia Announces Closing of Private Placement

Syntheia Corp. (CSE: SYAI)(CSE: SYAI) (syntheia.ai) (the "Company"), is pleased to announce that further to its press release dated July 23, 2025, it has closed the first tranche of its non-brokered private placement financing for gross proceeds of $1,464,599.88 through the issuance of 12,204,999 units (each, a "Unit") at a price of $0.12 per Unit (the "Offering").

Each Unit is comprised of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $0.16 until September 2, 2030 (the "Expiry Date"), subject to an accelerated expiry in the event the volume weighted average trading price of the Common Shares exceeds $0.20 for 20 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of the Warrants accelerating their Expiry Date to a date that is not less than 30 days following the date of such notice and the issuance of a press release by the Company announcing the acceleration notice (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.

Keep reading...Show less

Latest Press Releases

Related News

×