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23 February 2010 ,
Written by Dhruv Tanwar
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Open Text, the Enterprise Content Management (ECM) provider, has said that it has entered into a definitive agreement to acquire Nstein Technologies Inc., a company that provides digital content management solutions for information-rich organizations. Open Text said that it will acquire all of the issued and outstanding common shares of Nstein through an Nstein shareholder-approved amalgamation with a subsidiary of Open Text in accordance with the Companies Act (Québec).
Nstein Technologies Inc.provides content management solutions that help information-rich enterprises centralize, understand and manage vast amounts of content. Nstein's solutions are leveraged on semantic analysis that allows information to be easily found and packaged together - so it can be connected to the right internal and external audiences.
 According to the terms of the agreement, Nstein shareholders will receive for each Nstein common share, Canadian dollars (CDN) $0.65 in cash, unless certain eligible shareholders otherwise elect to receive a fraction of an Open Text traded common share having a value of CDN $0.65 based on the volume weighted average trading price of its traded common shares in the 10 trading day period immediately preceding the closing date of the acquisition. Open Text said that purchase price represents a 100 percent premium on the 30 trading day average closing price of Nstein's common shares. The transaction is valued at approximately CDN $35 million.
Open Text President and CEO John Shackleton said that acquiring Nstein would extend the company's breadth of ECM offerings and further its position as an independent ECM vendor in the marketplace. Montreal-based Nstein's solutions are sold across major market segments, including media and information services, life sciences and government. He said Nstein would also add complementary technology and expertise that would enhance the ECM solutions portfolio.
Luc Filiatreault, President and CEO of Nstein said that the agreement with Open Text would help it deliver innovative solutions to its customers and partners as they would benefit from an expanded ECM solutions portfolio, and a shared vision for innovative solutions going forward.
The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of two-thirds of the votes cast by Nstein's shareholders and applicable regulatory and stock exchange approvals.
A special meeting of Nstein's shareholders that will consider the amalgamation is expected to be scheduled sometime in early April, 2010. |