NORCROSS, Ga., May 1, 2012 (GLOBE NEWSWIRE) -- EasyLink Services
International Corporation (EasyLink) (Nasdaq:ESIC) today announced it
has entered into a definitive agreement and plan of merger with
OpenText(TM) Corporation (OpenText) (Nasdaq:OTEX) (TSX:OTC). Under the
terms of the agreement, OpenText will acquire all of the outstanding
common stock of EasyLink for $7.25 per share in cash for each share of
common stock of EasyLink.
EasyLink's board of directors determined that the offer from OpenText
represented a significant premium and pursuant to its fiduciary duties
unanimously approved the proposed merger. The acquisition of EasyLink
by OpenText is subject to customary conditions, including the approval
by EasyLink shareholders and regulatory authorities, and is expected to
close in mid to late summer of 2012.
"After a thorough review of a broad range of alternatives to enhance
stockholder value, our board of directors concluded that the best
available option was a merger with OpenText," said Kim Cooke, chairman
of EasyLink. "We are pleased that this transaction appropriately
recognizes the value of EasyLink's relationships, technology and
solutions, while providing our stockholders with an attractive cash
premium for their investment."
OpenText, headquartered in Waterloo, Ontario, is the world's largest
independent provider of Enterprise Content Management software with
$1.03 billion in revenue and support for approximately 46,000 customers
and millions of users in 114 countries and 12 languages.
"EasyLink has a unique and exciting opportunity to be part of a leading
enterprise software company that is strategically aligned to capitalize
on EasyLink's core global business," said Tom Stallings, chief
executive officer of EasyLink. "This acquisition supports all of the
hard work our colleagues around the world have done to create a strong
business. By acquiring EasyLink, OpenText will be able to build upon
EasyLink's portfolio of cloud-based on-demand and supply chain
solutions and leverage its talented employees, industry expertise and
broad customer base."
William Blair & Company is acting as financial advisor to EasyLink. In
this role William Blair rendered its opinion to the Board of Directors
as to the fairness, from a financial point of view, to EasyLink's
common stockholders (other than Open Text) of the consideration to be
received by such holders in conjunction with this transaction.
Troutman Sanders LLP is serving as legal advisor to EasyLink in
connection with this transaction.
OpenText is the world's largest independent provider of Enterprise
Content Management (ECM) software. The Company's solutions manage
information for all types of business, compliance and industry
requirements in the world's largest companies, government agencies and
professional service firms. OpenText supports approximately 46,000
customers and millions of users in 114 countries and 12 languages. For
more information about OpenText, visit www.opentext.com.
About EasyLink Services International Corporation
EasyLink Services International Corporation (EasyLink) (Nasdaq:ESIC),
headquartered in Norcross, GA, offers a comprehensive portfolio of "any
to any" business messaging and transaction services that can bridge the
most challenging technology gaps while creating significant cost
efficiencies across an organization. From Desktop Fax and Production
Messaging to EDI, Managed File Transfer, Document Capture and
Management, Secure Messaging and Notifications we help companies drive
costs out of their operations. With over two decades of servicing
customers around the globe, EasyLink has established a proven track
record for providing effective, reliable and secure communications. For
more information on EasyLink, visit www.easylink.com.
The EasyLink Services International Corporation logo is available at
Forward-Looking and Cautionary Statements
Except for the historical information and discussion contained herein,
statements contained in this release may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements involve a number of risks,
uncertainties and other factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements. These and other risk factors are set forth under the
caption "Risk Factors" in the Company's Annual Report on Form 10-K, the
Company's quarterly reports on Form 10-Q and the Company's other
filings with the U.S. Securities and Exchange Commission. These filings
are available on a website maintained by the Securities and Exchange
Commission at www.sec.gov. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein as a result of new
information, future events or otherwise.
CONTACT: Glen Shipley
Chief Financial Officer