OpenText to Acquire Guidance Software

Wednesday, August 2, 2017 - 10:57

Digital Investigative and Information Security Solutions to Expand Portfolio

OpenText™ (NASDAQ: OTEX) (TSX: OTEX), a global leader in Enterprise Information Management (EIM), announced today that it has entered into a definitive agreement to acquire Guidance Software (NASDAQ: GUID), the makers of EnCase®, the gold standard in forensic security, that includes digital discovery solutions and endpoint information security.

The acquisition of Guidance is expected to complement the OpenText Discovery portfolio of software and services that provide search, extraction, classification, review and analysis of information, and to broaden OpenText Information Security capabilities through the addition of digital investigation, forensic security, and endpoint solutions. 

Terms of the Agreement
Under the terms of the agreement, a newly formed, wholly-owned subsidiary of OpenText will commence a tender offer for all outstanding shares of Guidance Software for $7.10 per share in cash, for a total equity value of approximately $240 million, less Guidance Software’s cash, for an enterprise value of approximately $222 million. OpenText intends to fund the transaction with cash on hand plus existing short term debt facilities. (1) 

OpenText intends to commence the tender offer for all of the shares of common stock of Guidance Software within 10 business days. Pursuant to the agreement, the tender offer will be followed by a merger to acquire any untendered shares. The tender offer is subject to the tender of a majority of Guidance Software’s shares and certain other customary closing conditions. The transaction is expected to close in the third quarter of calendar 2017.

Additional Information
The tender offer described in this communication has not yet commenced. 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. At the time the tender offer is commenced, OpenText and its wholly owned subsidiary, Galileo Acquisition Sub Inc., intend to file 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 Guidance Software intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, Galileo Acquisition Sub Inc. and Guidance Software intend to mail these documents to the Guidance Software stockholders. Investors and security holders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully when they become available as they will contain important information about OpenText, Guidance Software, the tender offer and related matters. Those documents as well as OpenText’s and Guidance Software’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov . OpenText’s public filings with the SEC may be obtained at OpenText’s website at www.opentext.com.and Guidance Software’s public filings with the SEC may be obtained at Guidance Software’s website at www.guidancesoftware.com. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer.