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A noteworthy acquisition

It’s inappropriate to call Open Text, by far the largest enterprise content management vendor, the last of the big-time spenders. But it is tempting, after its announcement of a definitive agreement to acquire Texas-based premiere Web content management provider Vignette for an estimated $310 million.

Reportedly, Vignette shareholders will receive $8 in cash plus 0.1447 of an Open Text common share for every Vignette common share, which equates to approximately U.S. $12.70 at close of market on May 5. This represents a premium of approximately 74 percent above the 30-trading-day average closing price of Vignette’s shares and approximately 41 percent above the most recent closing price.

In the formal announcement, John Shackleton, president and CEO of Open Text, said, "The combination of Vignette with Open Text will extend the breadth of our offerings and further Open Text’s positioning as the leading independent ECM vendor in the marketplace. Vignette’s customers represent some of the world's most powerful online brands, and we are excited about the opportunity to expand the relationship with these customers and partners."

Mike Aviles, Vignette president and CEO, said, "After a thorough evaluation of strategic and financial alternatives, the Vignette Board of Directors believes that today’s announcement provides attractive value for our shareholders. Our shareholders, customers, partners and employees will all benefit as Vignette combines with Open Text."

He continued, "Joining Open Text builds on our commitment to deliver the most innovative solutions for our customers and partners. Vignette has an enviable customer base, deep expertise in Web Content Management (WCM) and global distribution capabilities. Vignette customers will benefit from Open Text’s expanded ECM solutions portfolio as well as their Vignette products being supported by the world’s largest independent ECM solutions provider." Vignette has approximately 700 employees. The transaction is expected to close in the second half of 2009 and is subject to customary closing conditions, including approval by Vignette’s shareholders, Hart-Scott-Rodino anti-trust clearance, Securities and Exchange Commission clearance and stock exchange approvals.

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