Open Text Corporation and IXOS SOFTWARE AG announced that they have entered into a business combination agreement in which a wholly owned subsidiary of Open Text will acquire all of the issued and outstanding shares of IXOS. The transaction will proceed via a tender offer for cash consideration of either 9 Euro per share (approximately US$10.46) or 0.2610 of an Open Text share for each share of IXOS tendered. The Open Text share will include a warrant to purchase 0.0742 of an Open Text share for up to one year after closing the transaction, with a strike price of US $41.50 per share. The cash consideration represents a 34% premium based on the three months volume weighted average prior to the announcement. Open Text has approximately 1200 employees and had revenues of US$178 million in the last fiscal year. IXOS has approximately 900 employees and revenues of US$145 million in fiscal year 2002/2003. Open Text will be organized into two divisions. The North American-based division, with operational headquarters in Chicago, will have global responsibility for collaboration and knowledge management solutions as well as North American responsibility for operations. The European-based division, headquartered in Munich, will have global responsibility for content management and archiving as well as European responsibility for operations. Gauss Interprises AG, which was recently acquired by Open Text, will also be part of the European content management division. IXOS’ CEO Robert Hoog will become head of the European organization for Open Text. www.opentext.com, www.ixos.de

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