News | October 10, 2006

Open Text Acquires Hummingbird

Open Text™ Corporation (NASDAQ:OTEX, TSX:OTC), a leading provider of Enterprise Content Management (ECM) software, and Hummingbird Ltd. (NASDAQ:HUMC, TSX:HUM) today announced that they have closed the transaction pursuant to which all of Hummingbird's common shares were acquired by a wholly-owned subsidiary of Open Text.

Open Text, through its wholly owned subsidiary 6575064 Canada Inc. acquired all of the issued and outstanding common shares of Hummingbird at a cash price of US$27.85 per common share which, together with the 764,850 common shares of Hummingbird owned by Open Text prior to the transaction, represent all of the issued and outstanding shares of Hummingbird. The transaction is valued at approximately US$489 million and was previously announced by Open Text on August 4, 2006.

The transaction was completed pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act and an arrangement agreement made as of August 4, 2006, which was amended on September 19, 2006, among 6575064 Canada Inc., Open Text and Hummingbird.

Under the plan of arrangement Hummingbird's shareholders are entitled to receive US$27.85 in cash for each Hummingbird common share. It is expected that Hummingbird's common shares will be delisted from the Toronto Stock Exchange and will cease to trade on the NASDAQ after the close of business on October 2, 2006.

The transaction was financed using approximately $58million of Hummingbird's cash, $25 million of Open Text's cash and by borrowing US$390 million by way of a term loan under new US$465 million senior secured revolving and term credit facilities. This credit facility was made available to Open Text and certain of its subsidiaries, and arranged and agented, by a Schedule 1 Canadian chartered bank. The US$75 million committed revolving term credit facility replaces a smaller revolving credit facility which has been terminated. The US dollar term loan contains floating and fixed interest rate options, may be prepaid and has a 7 year term. The multi-currency revolving credit facility also contains floating and fixed interest rate options, contains a letter of credit subfacility and has a 5 year term.

About Open Text
Open Text™ is a leading provider of Enterprise Content Management (ECM) solutions that bring together people, processes and information in global organizations. Today, the company supports approximately 20 million seats across 13,000 deployments in 114 countries and 12 languages worldwide. For more information on Open Text, go to: www.opentext.com.