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Published on 5/6/2009 in the Prospect News Special Situations Daily.

Open Text, Vignette to combine in $310 million cash-and-stock deal

By Lisa Kerner

Charlotte, N.C., May 6 - Open Text Corp. said it agreed to acquire Vignette Corp. in a cash-and-stock transaction valued at $310 million, or approximately $12.70 per share.

Vignette shareholders will receive $8.00 in cash plus 0.1447 of an Open Text common share for every Vignette common share held, according to an Open Text news release.

The offer price is a premium of approximately 74% above the 30-trading-day average closing price of Vignette's shares, said Open Text.

Open Text expects to close the transaction in the second half of 2009 subject to Vignette shareholder approval and other customary closing conditions.

A $10.85 million termination fee is included in the companies' merger agreement, according to a form 8-K filed with the Securities and Exchange Commission.

"After a thorough evaluation of strategic and financial alternatives, the Vignette board of directors believes that today's announcement provides attractive value for our shareholders," Vignette president and chief executive officer Mike Aviles said in the release.

Austin, Texas-based Vignette sells software for managing and delivering content.

Open Text, located in Waterloo, Ont., develops, markets, sells, licenses and supports enterprise content management solutions primarily in North America and Europe.

Acquirer:Open Text Corp.
Target:Vignette Corp.
Announcement date:May 6
Transaction total:$310 million
Price per share:$8.00 in cash plus 0.1447 of an Open Text share
Termination fee:$10.85 million
Expected closing:Second half of 2009
Stock price of acquirer:Nasdaq: OTEX: $32.50 on May 5
Stock price of target:Nasdaq: VIGN: $9.02 on May 5

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