WATERLOO, Ontario, Nov. 25, 2019 /CNW/
-- OpenText™ (NASDAQ: OTEX) (TSX: OTEX), a market leader
in Enterprise Information Management (EIM) software and solutions,
announced today that it has commenced its previously announced
tender offer for all outstanding shares of common stock of
Carbonite, Inc. (NASDAQ: CARB) at a price of U.S. $23.00 per share, through its subsidiary, Coral
Merger Sub Inc. The tender offer is being made in connection
with the Agreement and Plan of Merger, dated as of November 10, 2019 (the "Merger Agreement"), by
and among OpenText, Coral Merger Sub Inc. and Carbonite, which
OpenText and Carbonite announced on November
11, 2019.
The Carbonite board of directors has unanimously determined that
the tender offer is fair to, advisable and in the best interests of
Carbonite and its stockholders and unanimously recommends that the
Carbonite stockholders tender their shares pursuant to the tender
offer.
The tender offer is scheduled to expire at one minute after
11:59 PM, Eastern time, on
Monday, December 23, 2019, unless the
offer is extended or earlier terminated.
Consummation of the tender offer is subject to customary
conditions, including (i) the tender by Carbonite stockholders of
at least one share more than 50% of the issued and outstanding
shares of Carbonite (as calculated pursuant to the Merger
Agreement) and (ii) required regulatory approvals, including the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, having expired or been terminated and the
German competition authority (Bundeskartellamt) having
adopted a decision to authorize, not to oppose, or not to exercise
jurisdiction over, the transactions contemplated by the Merger
Agreement under the German Act Against Restraints of Competition.
The tender offer is subject to other important conditions set forth
in the Offer to Purchase. There is no financing condition to
the tender offer.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials, which have been filed by OpenText with the SEC
today. In addition, Carbonite has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from D.F. King &
Co., Inc., the information agent for the tender offer, toll-free at
(800) 864-4940. American Stock Transfer & Trust Company,
N.A. is acting as depositary for the tender offer.
Additional Information
This communication is provided for informational purposes only
and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities. OpenText has filed with the
Securities and Exchange Commission (the "SEC") a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of
letter of transmittal and other documents relating to the tender
offer, and Carbonite has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. OpenText, Coral Merger Sub Inc.
and Carbonite will mail these documents to the Carbonite
stockholders. Investors and security holders are urged to
read those documents and other relevant documents filed or to be
filed with the SEC carefully as they contain important information
about OpenText, Carbonite, the tender offer and related matters.
Those documents as well as OpenText's and Carbonite's other public
filings with the SEC may be obtained without charge at the SEC's
website at www.sec.gov. OpenText's public filings with the SEC may
be obtained at OpenText's website at http://investors.opentext.com
and Carbonite's public filings with the SEC may be obtained at
Carbonite's website at http://investor.carbonite.com. The offer to
purchase and related materials may also be obtained for free by
contacting D.F. King & Co., Inc., the information agent for the
tender offer, toll-free at (800) 864-4940.
About OpenText
OpenText, The Information Company™, a market leader in
Enterprise Information Management software and solutions, enabling
companies to manage, leverage, secure and gain insight into their
enterprise information, on premises or in the cloud. For more
information about OpenText (NASDAQ/TSX: OTEX) visit
www.opentext.com.
About Carbonite
Carbonite provides a robust Data Protection Platform for
businesses, including backup, disaster recovery, high availability
and workload migration technology. The Carbonite Data Protection
Platform supports businesses on a global scale with secure cloud
infrastructure.
Carbonite, Inc. serves customers through three brands: Carbonite
data protection, Webroot cybersecurity, and MailStore email
archiving.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication, including statements
regarding OpenText's plans, objectives, expectations and intentions
relating to the acquisition, as well as the expected timing and
benefits of the acquisition, 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
filing, 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 (which are available at the SEC's website at
www.sec.gov) 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.
© 2019 Open Text. OpenText is a trademark or registered
trademark of Open Text. The list of trademarks is not exhaustive of
other trademarks. Registered trademarks, product names, company
names, brands and service names mentioned herein are property of
Open Text. All rights reserved. For more information, visit:
http://www.opentext.com/who-we-are/copyright-information.
OTEX-MNA
For more information, please contact:
Harry E. Blount
Senior
Vice President, Investor Relations
Open Text Corporation
415-963-0825
investors@opentext.com
Chris Plunkett
Vice President, Corporate Communications
Open Text Corporation
519-497-0742
publicrelations@opentext.com
View original
content:http://www.prnewswire.com/news-releases/opentext-commences-tender-offer-for-carbonite-inc-300964488.html
SOURCE Open Text Corporation