IXOS Software AG
IXOS recommends acceptance of Open Text tender offer
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IXOS recommends acceptance of Open Text tender offer
Executive Board and Supervisory Board: “Consideration appropriate” – Open Text
and IXOS aim to become global leader for enterprise content management software
Grasbrunn near Munich, December 2, 2003 – The Executive Board and Supervisory
Board of IXOS SOFTWARE AG (NASDAQ: “XOSY”, TecDAX: “XOS”) have recommended that
the company’s shareholders accept the tender offer by the Canadian Open Text
Group published on December 1, 2003. In their mandatory publication in
accordance with section 27 of the Wertpapiererwerbs- und Übernahmegesetz (WpÜG –
German Securities Acquisition and Takeover Act) issued today, both executive
bodies described the offer as appropriate. Open Text and IXOS intend to use the
merger to become the leading global provider on the dynamic market for
enterprise content management (ECM) software, and to work together to further
expand their market share.
The public tender offer by 2016091 Ontario Inc., a subsidiary of the Open Text
Corporation (Nasdaq: OTEX, TSE: OTC), provides for a cash offer and an
alternative exchange offer. The cash offer provides for a cash payment of
EUR9.00 per IXOS share. The alternative exchange offer provides for 0.5220 of
one share in Open Text and 0.1484 of an option to purchase one share in Open
Text. Each full purchase option entitles the bearer to purchase one share in
Open Text within one year of the date on which the transaction is concluded at a
strike price of US$ 20.75.
The Executive Board and the Supervisory Board of IXOS AG have not issued a
recommendation as to whether shareholders should choose the cash offer or the
alternative offer. The acceptance period for the offer ends on January 16, 2004
(12:00 noon, Frankfurt am Main local time). IXOS’ largest shareholder, the
private equity firm General Atlantic Partners (GAP), has already made an
irrevocable undertaking to accept the offer at the published conditions. GAP and
affiliated companies hold around 26% of the shares and voting rights in IXOS.
Also the two founding families Strack-Zimmermann and Färber, who hold 9% of the
outstanding IXOS shares, stated their support for the tender offer. Also the
members of the IXOS Executive Board and the Supervisory Board who are holding
IXOS shares intend to support the tender offer.
Open Text and IXOS concluded a business combination agreement on October 21,
2003. The rapid global increase in electronic data volumes means that the ECM
market, on which the two companies offer core competencies that strategically
complement each other, is one of the fastest-growing segments of the software
industry. Open Text is the market leader for collaboration and knowledge
management software. The company, which is headquartered in the province of
Ontario in Canada, has 1,200 employees and generated revenues of US$ 178 million
in fiscal year 2003 (to June 30). IXOS is the European ECM market leader with a
focus on content management and archiving. It generated revenues of EUR127
million (US$ 145 million) in the past fiscal year 2003 (to June 30) with around
900 employees. Following the successful conclusion of the transaction, IXOS’
headquarters in Munich will become Open Text’s European base. Headed by the
current CEO of IXOS, Robert Hoog, it will manage the areas of content management
and archiving, as well as the company’s entire European business.
The statement by the Executive Board and the Supervisory Board can be found on
IXOS SOFTWARE AG’s website at http://www.ixos.com. Copies are also available
free of charge from IXOS Investor Relations (tel.: +49 (0)89-4629-2400). Further
information can be found on the companies’ websites at www.opentext.com and
www.ixos.com.
Contact: IXOS Investor Relations: ++49/89/4629-2400
end of message, (c)DGAP 02.12.2003
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WKN: 506150; ISIN: DE0005061501; Index: TecDAX, NEMAX 50
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart
020800 Dez 03
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