IXOS Software AG
IXOS Software AG english
IXOS Software AG and Open Text Corp. enter into business combination agreement
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Open Text Corp. preparing takeover bid to IXOS shareholders
Grasbrunn/Munich, October 21, 2003 – IXOS Software AG (WPK 506150/ISIN
DE0005061501) and Open Text Corp., Waterloo/Canada (WPK 899027/ISIN
CA6837151068) have entered into a business combination agreement. Under the
terms of the agreement a 100% subsidiary of Open Text Corp. has agreed to make a
voluntary, public takeover bid for the purchase of all shares of IXOS Software
AG for a price of Euro 9.00 (approximately U.S. dollar 10.46) per IXOS share,
payable in cash at consummation of the takeover offer, in accordance with the
provisions of the German Securities Acquisition and Takeover Act (WpÜG). The
management and supervisory board of IXOS Software AG as well as the board of
directors of Open Text Corp. unanimously support the anticipated transaction. As
a voluntary alternative to this cash offer, Open Text has agreed to offer all
IXOS shareholders 0.2610 Open Text shares and 0.0742 Open Text warrants for each
IXOS share. Thus IXOS shareholders will receive for every 3.8 IXOS shares one
Open Text share and for every 13.5 IXOS shares one Open Text warrant that may be
exercised within 12 months from the settlement of the takeover offer to acquire
one Open Text share at a strike price of US dollar 41.50 per Open Text share.
Based upon the closing price on the NASDAQ and the Euro/U.S. dollar exchange
rate on October 20, 2003, the value of this alternative offer is approximately
Euro 10.09 per IXOS share. The parties plan to consummate the takeover offer,
which values the equity of IXOS Software AG on a fully diluted basis at
approximately Euro 199 million (based on the cash offer) and Euro 223 (based on
the alternative offer), in January 2004. Consummation of the takeover offer is
subject to several conditions precedent, including, among others, an acceptance
rate of 67% of all outstanding shares of IXOS Software AG. Additional
information will be included in the takeover offer documents of the 100%
subsidiary of Open Text Corp. The business combination agreement contains
termination rights for both parties. As an example hereof, IXOS Software AG as
well as Open Text Corp. will be entitled to terminate this agreement in case of
injunctions by courts or regulatory agencies prohibiting the launch and/or the
consummation of the takeover offer.
end of ad-hoc-announcement (c)DGAP 21.10.2003
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
Open Text Corp. has already received commitments of approximately 26 % of the
outstanding shares of IXOS Software AG for the deliverance of these shares into
the takeover offer.
IXOS Software AG
The Executive Board
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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
210759 Okt 03
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