The acquisition comes on the heels of Open Texts August purchase of another German content management software developer Gauss Interprises AG.
This deal calls for a wholly-owned subsidiary of the Waterloo, Ontario-based Open Text to acquire all of the issued and outstanding shares of IXOS. The transaction will proceed via a tender offer for cash consideration of either 9 Euro per share (approximately $10.46) or 0.2610 of an Open Text share for each share of IXOS tendered. The Open Text share will include a war-rant to purchase 0.0742 of an Open Text share for up to one year after closing the transaction, with a strike price of US $41.50 per share.
Under terms of the initial tender offer, the deal would be valued at approximately $225 million. The tender offer, which is supported by the boards of both companies and IXOSs largest shareholder, is expected to close in the next 120 days.
Open Text officials said the companies technologies are complementary, with Open Text specializing in collaboration and knowledge management, while IXOSs strengths are content management and archiving.
The two companies combined would have more than $300 million in annual revenues.
"With more than 2,000 employees worldwide, including more than 500 developers, we are, indeed, a force to be reckoned with in this dynamic market," said Open Text CEO Tom Jenkins in a statement.
Post-acquisition, Open Text will be organized into two divisions. The North American division, with operational headquarters in Chicago, will have global responsibility for collaboration and knowledge management solutions as well as North American responsibility for operations.
The European-based division, headquartered in Munich, will have global responsibility for content management and archiving as well as European responsibility for operations. Gauss Interprises AG, which Open Text acquired in August, will also be part of the European content management division. IXOS CEO Robert Hoog will become head of the European organization for Open Text.
The companies will integrate their re-spective technologies as well.
In the past year, Open Text has also acquired portal software developer Corechange Inc.; messaging software developer Centrinity Inc. and sales collaboration software developer Eloquent Inc.
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