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Published on 6/19/2009 in the Prospect News Special Situations Daily.

Open Text's acquisition of Vignette clears HSR waiting period hurdle

By Susanna Moon

Chicago, June 19 - Open Text Corp. said the Securities and Exchange Commission has concluded the review of its S-4 filing for the acquisition of Vignette Corp., and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired.

Vignette stockholders will hold a meeting on July 21 to vote on the deal.

As previously announced, Open Text said on May 6 that it agreed to acquire Vignette in a cash-and-stock transaction. The deal is valued at $323 million based on the closing price of Open Text stock on Thursday.

Vignette shareholders will receive $8 in cash plus 0.1447 of an Open Text common share for every Vignette common share held, according to an Open Text news release.

Open Text said it expects the deal to close in the second half of 2009.

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.

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.


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