CIMdata PLM Industry Summary Online Archive

26 April 2010

Acquisitions

Open Text’s Acquisition of Shares of Burntsand Inc.

Burntsand Inc. ("Burntsand") announced that it has entered into a definitive agreement with Open Text™ Corporation ("Open Text" or the "Company") under which Open Text expects to acquire all of the issued and outstanding common shares of Burntsand through a Burntsand shareholder-approved amalgamation with a subsidiary of Open Text under the Canada Business Corporations Act (the "Agreement").

National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues - requires the Company to issue a press release in connection with the filing of an early warning report (the "Report") regarding the potential acquisition of securities of Burntsand pursuant to the Agreement.

Based on the terms of the Agreement, Burntsand shareholders will receive CDN $0.15 in cash for each Burntsand common share, for a total transactional value of approximately CDN $11 million. The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of a majority of not less than two thirds of the votes cast by Burntsand's shareholders. The Agreement includes customary non-solicitation and right to match provisions and Burntsand has agreed to pay Open Text a termination fee in certain circumstances if the amalgamation is not completed.

The directors and officers of Burntsand, and one shareholder of Burntsand, collectively representing in aggregate approximately 21.7% of the issued and outstanding shares of Burntsand, have entered into voting agreements with Open Text to vote in favour of the amalgamation.

The Report will be filed no later than April 28, 2010.

About Burntsand Inc.

Burntsand delivers technology consulting services for customers with complex information processing and information management requirements in three practice areas - Enterprise Content Management, Collaboration and Service Management. Burntsand delivers strategic design, technology architecture and custom application development through its Time-to-Value methodology, which mitigates business risk and speeds process improvements and returns. Headquartered in Toronto, Burntsand operates from locations across North America.

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