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Open Text to acquire Nstein



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Open Text has announced a definitive agreement whereby it will acquire all of the issued and outstanding common shares of fellow Canadian company Nstein Technologies.

Based on the terms of the definitive agreement, Nstein shareholders will receive for each Nstein common share, CDN $0.65 (Canadian) in cash, unless certain eligible shareholders otherwise elect to receive a fraction of an Open Text TSX traded common share, having a value of CDN $0.65 based on the volume weighted average trading price of Open Text TSX traded common shares in the 10 trading day period immediately preceding the closing date of the acquisition. This purchase price represents a premium of approximately 100 percent above the 30 trading day average closing price of Nstein's common shares. The transaction is valued at approximately CDN $35 million.

The deal 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.


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