OpenText Completes Notes Offering and Term Loan Amendment as part of Micro Focus Acquisition Financing

OpenText™ (NASDAQ: OTEX), (TSX: OTEX) announced today that, in connection with its proposed acquisition (the "Acquisition") of Micro Focus International plc ("Micro Focus"), Open Text Corporation (the "Company" or "OpenText") has closed its offering (the "Notes Offering") of US$1 billion principal amount of 6.90% senior secured fixed rate notes due 2027 (the "Notes") and executed an amendment to its first lien term loan facility due 2029 (the "Term Loan"). As a result, the entire previously announced US$4.585 billion aggregate debt financing package for the Acquisition is now finalized, and, as such, all commitments under the bridge loan agreement related to the Acquisition have been correspondingly terminated undrawn.

OpenText logo (PRNewsfoto/Open Text Corporation) (PRNewsfoto/Open Text Corporation)

"With today's announcement, we have completed a solid long-term capital structure for the Acquisition," said OpenText CEO & CTO Mark J. Barrenechea . "We now have Micro Focus shareholder approval and a completed capital structure in place. We remain on track to close the Acquisition next quarter and look forward to soon welcoming customers, partners and employees."

The net proceeds from the Notes Offering, borrowings under the Term Loan and the Company's existing revolving credit facility, and cash on hand will be used to fund the Acquisition.

After giving effect to the Notes Offering and the above noted borrowings, following closing of the Acquisition, the Company's long-term debt would be approximately US$9.3 billion (consisting of approximately 46% fixed and 54% floating rate debt), with a weighted average interest rate of approximately 5.88% and a weighted average maturity of approximately 6 years. As previously announced, through the combined company's cash generating profile and rapid de-levering plan, OpenText is targeting a net leverage ratio of less than three times within eight quarters following the closing of the Acquisition.

Additional Information

The Notes and the Term Loan are 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 Term Loan is also guaranteed on a senior secured basis by Open Text UK Holding Limited and, concurrent with or within one business day of the closing of the Acquisition, the Notes will be guaranteed on a senior secured basis by Open Text UK Holding Limited. The Notes and related guarantees are secured with the same priority as the Company's senior credit facilities.

The Notes and related guarantees are not registered under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and the related guarantees were issued pursuant to Rule 144A and Regulation S 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, 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. This announcement and certain associated documents available on OpenText's website are only being provided to comply with the requirements under the UK City Code on Takeovers and Mergers. Neither the content 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 targeted net leverage ratio and timing thereof, OpenText's plans, objectives, expectations and intentions relating to the Acquisition, the Acquisition's expected contribution to OpenText's results, closing of the Acquisition and certain conditions to be met prior to borrowing under the Term Loan, 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 Securities and Exchange Commission 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

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SOURCE Open Text Corporation

News Provided by PR Newswire via QuoteMedia

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Information Management Experts Gather to Explore How AI Elevates Human Potential at OpenText World Europe 2024

OpenText™ (NASDAQ: OTEX), (TSX: OTEX), the information company, is set to host OpenText World Europe 2024 April 15 18, 2024, with a series of in-person customer conferences taking place in London Munich and Paris . The event series will bring together industry leaders, innovators, and customers to discuss how technology can enable global organizations to build for growth, experience, and sustainability.

OpenText logo (PRNewsfoto/Open Text Corporation)

"AI is revolutionizing the business world as a force multiplier for human potential. At the center of this force is trust and authenticity. Our enterprise customers need trusted, governed data to fuel the possibilities of AI. When advanced cloud technologies are applied securely to private data, organizations can get newfound value from their existing IP and begin to build trust with autonomous decisions from AI," said Mark J. Barrenechea , CEO and CTO, OpenText. "At OpenText World Europe, we look forward to showcasing how our OpenText Aviator solutions are empowering organizations to redefine roles and elevate their employees to be their best."

OpenText World Europe will provide an inspiring overview of the company's next generation developments in the cloud and at the edge. From IOT to AI-persona assistants, the innovations to be unveiled will inspire attendees to reimagine their daily work and experiences. From the CIO to the software quality engineer to the IT service manager to insurance claims agent – tomorrow's workplace will be transformed by bringing together automation and AI to disrupt our traditional cultures of knowledge.

Attendees will also learn more about OpenText Aviator – the company's family of generative AI capabilities that leverage large language models (LLMs) and private data sets to solve specific use cases. Attendees will learn first-hand from experts detailing their experiences implementing industry-specific solutions, and challenges they overcame along the way.

Event Dates:

  • London : April 15th , QEII Centre, Central London
  • Munich : April 16-17th , MOC – Event Center Messe Munich
  • Paris : April 18th , Maison de la Chimie, Central Paris

Event Highlights:

  • A keynote from OpenText CEO & CTO Mark J. Barrenechea, on AI as a force multiplier for human potential and how our next generation of information management, Edge, AI, and Security are solving tomorrow's most complex problems.
  • A keynote from Chief Product Officer Muhi Majzoub, who will dive into OpenText's cloud roadmap with Titanium X to showcase how security, trust, and governance are at the center of serving our customers.
  • Distinguished customer speakers including Carsten Trapp , CIO, Carl Zeiss , set to take center stage in Munich , and Leon Van Niekerk , Senior Manager of Test Center of Excellence, Pick-N-Pay, presenting in both London and Paris , will demonstrate how their work with OpenText has propelled their organizations forward and provide their unique industry perspectives on the future challenges and opportunities presented by AI.
  • Guest speaker Bertrand Piccard, the force behind Solar Impulse, the first airplane to fly around the world without a drop of fuel, will highlight the environmental protection goals of his recently launched World Alliance for Efficient Solutions, sharing how he envisions ecology through the lens of profitability, promoting clean and profitable solutions that are "logical" more than just "eco-logical".
  • Breakout sessions featuring updates on the combination of Aviator with each of the OpenText clouds – AI & Analytics, Content Services, Business Network, Digital Experience, Cybersecurity, IT Operations Management (ITOM) and Application Delivery Management (ADM).
  • Turbo talks that dive into the market trends, challenges, and areas of strategic interest that matter most to organizations in Europe.
  • Interactive labs offering the opportunity to experience the latest OpenText innovations, complete training courses, and contribute to product roadmaps.
  • Extensive networking opportunities to connect with OpenText experts, partners and industry peers throughout all the events.

Registration is now open, and the full agendas are available for OpenText World Europe – London , Munich and Paris . Come reimagine work with OpenText and chart your journey to the Future of AI.

About OpenText

OpenText, The Information Company™, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com

Connect with us:

OpenText CEO Mark Barrenechea's blog

Twitter | LinkedIn

Certain statements in this press release 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 the company operates. 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 the company at the date of this press release, 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. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website ( https://investors.opentext.com ). Such social media channels may include the Company's or our CEO's blog, Twitter account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.

Copyright © 2024 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-G

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/information-management-experts-gather-to-explore-how-ai-elevates-human-potential-at-opentext-world-europe-2024-302091600.html

SOURCE Open Text Corporation

News Provided by PR Newswire via QuoteMedia

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