Hummingbird has responded to an announcement by Open Text Corporation that it intends to make an unsolicited all-cash offer for all of Hummingbird’s
outstanding common shares at a price of US$27.75 per share.
“The Board of Directors is committed to maximizing value for Hummingbird
shareholders,” said Fred Sorkin, Chairman of Hummingbird’s Board of Directors. “Once we have received Open Text’s formal bid documents, we will review the offer and make a recommendation to our shareholders.” As previously announced, Hummingbird is party to an arrangement agreement with affiliates of Symphony Technology Group under which a company owned by Symphony will acquire all of Hummingbird’s outstanding common
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 is scheduled for July 21, 2006.
After consultation with its financial and legal advisors, Hummingbird’s Board of Directors concluded that, under the terms of the Arrangement Agreement, the Board was permitted to discuss and negotiate the proposal with Open Text. The Board has told Open Text that it is willing and able to negotiate a potential transaction but is concerned that pursuing a transaction with Open Text at a time when the Symphony transaction is at an advanced stage would raise new transaction and business risks for Hummingbird and its shareholders. Therefore, the Board advised Open Text that it would be willing to pursue Open Text’s proposal only if it were sufficiently
attractive from a financial point of view and had an extremely high certainty of closing. In this regard, among other things, the Board indicated to Open Text that an offer price of substantially more than US$27.25 per share would be required to compensate shareholders for the incremental risks associated with the Open Text proposal and that Open Text would be required to commit to an expeditious due diligence process. Hummingbird notes that the proposed offer announced by Open Text included an increase in price from US$27.25 to US$27.75 per share. The Board continues to bewilling to negotiate with Open Text regarding the terms of its offer and to provide Open Text with appropriate access to non-public information regarding Hummingbird.
Open Text has not yet made a formal offer to acquire Hummingbird’s shares. As a result, the proposed arrangement with Symphony is the only transaction currently available to Hummingbird’s shareholders and therefore the Hummingbird Board continues to recommend that shareholders vote in favour of the arrangement.