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Written communication relating to third party tender offer




Washington, D.C. 20549


Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934


(Name of Subject Company)


(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)


(CUSIP Number of Class of Securities)

Timothy P. Bacci

President and Chief Executive Officer

Daegis Inc.

600 E. Las Colinas Blvd., Suite 1500

Irving, Texas 75039

(214) 584-6400

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With a copy to:

Whit Roberts

Locke Lord LLP

2200 Ross Avenue, Suite 2200

Dallas, Texas 75201

(214) 740-8659

This Schedule 14D-9 consists of the following communications relating to the proposed acquisition of Daegis Inc., a Delaware corporation (Daegis or the Company), by Open Text Corporation, a Canadian corporation (OpenText) and Company D Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of OpenText (Merger Sub), pursuant to the terms of an Agreement and Plan of Merger dated October 8, 2015, by and among Daegis, OpenText and Merger Sub (the Merger Agreement): (i) the press release of Daegis dated October 8, 2015, (ii) an email sent to employees of Daegis by Timothy P. Bacci, Chief Executive Officer of Daegis, on October 8, 2015, and (iii) a list of frequently asked questions distributed to Daegis employees on October 8, 2015.

(i) On October 8, 2015, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is included herein:

News Release




Irving, Texas October 8, 2015 Daegis Inc. (NASDAQ: DAEG) (Daegis or the Company) has entered into a definitive agreement with Open Text Corporation (NASDAQ:OTEX) (TSX:OTC) (OpenText) and an indirect wholly owned subsidiary of OpenText whereby OpenText will acquire all of the outstanding shares of Daegis for $0.82 per share in cash pursuant to an Agreement and Plan of Merger dated October 8, 2015 (the Merger Agreement).

Under the terms of the Merger Agreement, OpenText will commence a tender offer within 10 business days for all shares of outstanding common stock of Daegis for $0.82 per share in cash (the Tender Offer), reflecting a total equity value of approximately $13.5 million. The Tender Offer will expire on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission. Following the completion of the Tender Offer, the parties will complete a second-step merger in which any remaining shares of the Companys common stock will be converted into the right to receive the same price per share paid in the Tender Offer (the Merger).

The Companys Board of Directors unanimously approved the Merger Agreement and unanimously recommends that the Companys shareholders tender their shares in the Tender Offer.

The closing of the Tender Offer is subject to certain conditions, including the tender of at least a majority of the total number of Daegis shares outstanding, and other customary conditions. There is no financing condition to the obligations to consummate the transaction.

The Company

Daegis Inc. (NASDAQ: DAEG), is a global enterprise software company with comprehensive offerings for information governance, application migration, data management and application development. Our products include leading-edge enterprise archive and eDiscovery technology, mobile application development technology, application migration and data management software. Approximately 20% of Fortune 100 companies use our solutions. We are headquartered in Irving, Texas and serve our worldwide customer base through our offices in California, New Jersey, Australia, Canada, Germany and the UK.g

Financial Advisors

MHT MidSpan, L.P. provided a fairness opinion to the Board of Directors of Daegis.

Important Information for Investors and Security Holders

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Companys common stock described in this press release has...