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Posted November 5 , 2013

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OpenText Enters Into Agreement to Acquire GXS

Transaction Expected to Expand Information Exchange and Cloud Service Offerings

WATERLOO - Open Text Corporation announced today that it has entered into an agreement and plan of merger (Merger Agreement) to acquire GXS Group, Inc. (GXS), a leader in business-to-business (B2B) cloud integration, pursuant to which GXS will become a wholly-owned subsidiary of OpenText.

About the Transaction(1)

Purchase price of $1.165 Billion
Financing commitment of $800m Debt, $265m Cash
Equity of $100m, or 2.1 to 2.4% of OpenText's outstanding common shares
Purchase price is 2.4x GXS Fiscal Year 2012 revenues
Targeting to onboard GXS to the OpenText operating model within 2 years
Targeting to be accretive to adjusted earnings for Fiscal Year 2014
Targeting the transaction to close within 90 days
Subject to customary closing conditions

GXS's cloud-based B2B integration services enables more than 550,000 trading partners to integrate and manage business processes and transactions across complex global networks of customers, partners and suppliers. GXS's cloud platform, the GXS Trading Grid, eliminates the ongoing complexities and costs of do-it-yourself B2B integration. GXS Managed Services enables customers to offload complex B2B e-commerce requirements to GXS, resulting in improved customer satisfaction, increased revenue and lower total cost of operations. GXS enables businesses to streamline new product launches, digitize accounts payable, automate warehouse receiving, conduct e-invoicing and e-payments and increase global supply chain visibility.

"The next generation of enterprise software is Enterprise Information Management," said OpenText CEO Mark J. Barrenechea. "Today's GXS announcement strengthens the Information Exchange pillar with the addition of market leading cloud-based B2B integration services, it expands the EIM buying centers and it strengthens EIM with the addition of cloud-based Managed Services. I look forward to welcoming GXS employees, customers and partners to OpenText in the near future."

This acquisition reinforces OpenText's leadership in EIM by combining OpenText's Information Exchange portfolio of Managed File Transfer, Secure E-mail, FAX, Capture and EDI with GXS's portfolio of B2B integration services and managed services, which helps customers to extend their partner networks to automate multi-enterprise processes and manage value-added commerce transactions. Upon closing of the transaction, OpenText and GXS together expect to serve more than 80,000 customers and support approximately 16 billion annual transactions in the cloud.

"In today's global and highly distributed business, the on-going complexities and costs of do-it-yourself B2B integration pose significant challenges to organizations that need to integrate and orchestrate multi-enterprise processes across time, geographies and a multitude of trading partners," said Bob Segert, President and Chief Executive Officer of GXS. "Integrating the GXS portfolio into OpenText will allow CIOs to focus their efforts on driving revenue growth while enabling innovation to stay ahead of the competition."

The total enterprise value of the transaction is $1.165 billion. OpenText will pay an aggregate of $1.065 billion in cash and $100 million aggregate amount of OpenText common shares, in accordance with the terms of the Merger Agreement. Of the cash consideration to be paid to the GXS stockholders, $60 million is subject to escrow related to certain representations, warranties and covenants and the total consideration payable by OpenText is subject to adjustment based on GXS's working capital and other considerations as of the closing. Upon closing of the transaction, a portion of the cash consideration will be used to repay, defease or redeem GXS indebtedness under its wholly-owned subsidiaries' outstanding credit agreement and outstanding notes. Upon completion of the transaction, GXS stockholders will own approximately 2.1 to 2.4% of OpenText's outstanding common shares, assuming no changes to the number of common shares outstanding between the date hereof and the closing of the transaction other than the issuance of the share consideration. The transaction is expected to close during OpenText's third fiscal quarter and is subject to customary regulatory approvals and closing conditions.

OpenText intends to finance the cash portion of the consideration pursuant to the proposed transaction with cash on hand and the proceeds of a new credit facility. In connection therewith, OpenText has obtained committed bank financing of up to $800 million. Barclays and RBC Capital Markets have provided the committed financing for the transaction. The lenders' commitment to provide the new credit facility is subject to certain customary conditions, including execution and delivery of definitive documentation. Citigroup Global Markets Inc. acted as financial advisor to OpenText. J.P. Morgan acted as financial advisor to GXS.

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