Enterprise content management (ECM) software provider Open Text Corporation, Canada, has announced an agreement to acquire digital content management solutions provider Nstein Technologies, Inc., Canada. Under the deal, Nstein shareholders will receive C$0.65 in cash for each Nstein common share held, unless certain eligible shareholders otherwise elect to receive a fraction of an Open Text share having a value of C$0.65. The transaction is valued at approximately C$35 million.
The acquisition is projected to extend the breadth of Open Text’s ECM offerings. Nstein’s solutions are sold across major market segments, such as media and information services, life sciences and government.
The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of two-thirds of the votes cast by Nstein’s shareholders and applicable regulatory and stock exchange approvals. A special meeting of Nstein’s shareholders is expected to be held to consider the amalgamation in early April 2010.
The definitive agreement includes customary non-solicitation and right to match provisions and Nstein has agreed to pay Open Text a termination fee in certain circumstances if the amalgamation is not completed.
