Key Developments For Vignette Corporation
Vignette Corporation Delists From NASDAQ-Stock Exchange
The Stock Exchange reported that Vignette Corporation has been delisted from NASDAQ.
Open Text Corporation Completes Vignette Corporation Acquisition
Open Text Corporation announced that it has completed the acquisition of all of the issued and outstanding shares of Vignette Corporation. The acquisition has now received approval by Vignette's stockholders. Pursuant to the terms of the Merger Agreement, each outstanding share of Vignette common stock was converted into the right to receive $8.00 in cash, without interest and 0.1447 shares of Open Text common stock. Open Text will issue approximately 3.45 million shares of its common stock in connection with the Merger. Based on the closing price of $36.84 per share of Open Text common stock on the Nasdaq Global Select Market on July 20, 2009, the last trading day before the closing of the Merger, the aggregate value of the consideration paid in connection with the Merger was approximately $321 million.
Vignette Corporation Enters Into Settlement Agreement
Vignette Corporation announced that it has reached an agreement in principle with a stockholder of the Company that provides for the settlement of the purported class action litigation commenced by such stockholder against the Company and its directors following the announcement of the merger between the Company and Open Text Corporation.
Open Text Corporation Receives CFIUS Clearance for Vignette Corporation Acquisition
Open Text Corporation and Vignette Corporation announced that the Committee on Foreign Investment in the United States (CFIUS) has concluded its review of the joint filing made by Open Text and Vignette in connection with Open Text's acquisition of Vignette, and has issued to Open Text and Vignette a letter stating that there are no unresolved national security concerns with respect to the transaction and that the review has been concluded. As previously announced, Open Text and Vignette have entered into a definitive merger agreement in which Open Text will acquire Vignette for a purchase price of approximately $317 million (based upon the closing price of Open Text common stock on July 8, 2009) in a mix of cash and Open Text common stock. With the letter from CFIUS, the CFIUS condition to closing of the acquisition has been satisfied.
Open Text Corporation Receives SEC Clearance And HSR Expiration Of Waiting Period For Vignette Acquisition
Open Text Corporation and Vignette Corporation announced that the Securities and Exchange Commission has concluded its review of the Registration Statement on Form S-4 in connection with Open Text's acquisition of Vignette. An amended Form S-4 was filed and became effective on June 18, 2009. A special meeting of the Vignette stockholders to approve the transaction has been set for July 21, 2009. Additionally, Open Text and Vignette announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired as of June 17, 2009. As previously announced, Open Text and Vignette have entered into a definitive merger agreement in which Open Text will acquire Vignette for a purchase price of approximately $323 million (based upon the closing price of Open Text common stock on June 18, 2009) in a mix of cash and Open Text common stock.
