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OpenText to Acquire Guidance Software

Digital Investigative and Information Security Solutions to Expand Portfolio

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...


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