Hummingbird begins talks with Open Text – more news in three weeks
Hummingbird has commenced negotiations with Open Text regarding the terms upon which Hummingbird’s Board of Directors would support a transaction involving the acquisition by Open Text of all the outstanding shares of Hummingbird at a price in cash of US$27.85 per share. To facilitate these negotiations, Hummingbird has executed a non-disclosure agreement with Open Text and has agreed to provide Open Text with appropriate access to non-public information regarding Hummingbird.
The non-disclosure agreement contains standstill provisions that prevent Open Text from acquiring Hummingbird at a price of less than US$27.85 per share in cash prior to October 31, 2006 without the approval of Hummingbird’s Board, subject to certain exceptions. The agreement also provides that both companies will make a good faith effort to settle a definitive agreement relating to a transaction by July 30, 2006. As previously announced, Hummingbird is also currently party to an agreement with affiliates of Symphony Technology to acquire all of Hummingbird’s outstanding shares pursuant to a plan of arrangement in an all-cash transaction valued at US$26.75 per share.
A special meeting of Hummingbird’s shareholders to consider the plan of arrangement was scheduled for Friday. In light of the uncertain status of a potential transaction with Open Text and to ensure shareholders have as much relevant information as possible about the alternatives before them and an adequate opportunity to consider or reconsider their decision based on that information, Hummingbird adjourned the meeting and will reconvene it on August 18, 2006. Given the uncertain status of a potential transaction with Open Text, the high level of conditionality of Open Text’s current offer and the fact that Hummingbird’s Board has not yet made a recommendation with respect to Open Text’s current offer, at this time the Hummingbird Board continues to recommend shareholders to vote in favour of the arrangement with Symphony.