King & Co., Inc., the information agent for the tender offer, toll-free at (800) 864-4940. The offer to purchase and related materials may also be obtained for free by contacting D.F. Those documents as well as OpenText's and Carbonite's other public filings with the SEC may be obtained without charge at the SEC's website at OpenText's public filings with the SEC may be obtained at OpenText's website at and Carbonite's public filings with the SEC may be obtained at Carbonite's website at. Investors and security holders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully as they contain important information about OpenText, Carbonite, the tender offer and related matters. and Carbonite will mail these documents to the Carbonite stockholders. OpenText has filed with the Securities and Exchange Commission (the " SEC") a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Carbonite has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. is acting as depositary for the tender offer. American Stock Transfer & Trust Company, N.A. In addition, Carbonite has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer.Ĭopies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from D.F. There is no financing condition to the tender offer.Ĭomplete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials, which have been filed by OpenText with the SEC today. The tender offer is subject to other important conditions set forth in the Offer to Purchase. The tender offer is scheduled to expire at one minute after 11:59 PM, Eastern time, on Monday, December 23, 2019, unless the offer is extended or earlier terminated.Ĭonsummation of the tender offer is subject to customary conditions, including (i) the tender by Carbonite stockholders of at least one share more than 50% of the issued and outstanding shares of Carbonite (as calculated pursuant to the Merger Agreement) and (ii) required regulatory approvals, including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated and the German competition authority ( Bundeskartellamt) having adopted a decision to authorize, not to oppose, or not to exercise jurisdiction over, the transactions contemplated by the Merger Agreement under the German Act Against Restraints of Competition. The Carbonite board of directors has unanimously determined that the tender offer is fair to, advisable and in the best interests of Carbonite and its stockholders and unanimously recommends that the Carbonite stockholders tender their shares pursuant to the tender offer. and Carbonite, which OpenText and Carbonite announced on November 11, 2019. The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of Novem(the "Merger Agreement"), by and among OpenText, Coral Merger Sub Inc. $23.00 per share, through its subsidiary, Coral Merger Sub Inc. 25, 2019 /CNW/ - OpenText™ (NASDAQ: OTEX) (TSX: OTEX), a market leader in Enterprise Information Management (EIM) software and solutions, announced today that it has commenced its previously announced tender offer for all outstanding shares of common stock of Carbonite, Inc.
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