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“This is a good fit for two strong Canadian companies,” said Shackleton. “With Nstein, we have an opportunity to continue to grow as Canada's largest software company, expanding Open Text's presence in Quebec. Nstein will also add complementary technology and expertise that enhances our ECM solutions portfolio.”
“This agreement helps Nstein take its next major step into the future,” said Luc Filiatreault, President and Chief Executive Officer of Nstein. “We've always been committed to delivering innovative solutions to our customers and partners. Our agreement with Open Text is in keeping with this commitment. Customers will benefit from an expanded ECM solutions portfolio, and a shared vision for innovative solutions going forward.”
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. A special meeting of Nstein's shareholders is expected to be held to consider the amalgamation in early April, 2010.
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. Nstein's Board of Directors received a fairness opinion from Pagemill Partners L.L.P. that the consideration to be received under the amalgamation is fair from a financial point of view to Nstein shareholders. The directors and officers of Nstein, and certain shareholders of Nstein, collectively representing in aggregate approximately 48 percent of the issued and outstanding shares of Nstein have agreed to enter into voting agreements with Open Text to vote in favour of the amalgamation.
For more information, visit www.opentext.com.