Open Text to acquire Nstein Technologies

Issued by Global Research Partners for Open Text

Johannesburg, 01 Mar 2010

Open Text Corporation, a global leader in enterprise content management (ECM), and Nstein Technologies today announced that they have entered into a definitive agreement by which the former will acquire all of the issued and outstanding common shares of the latter, through an Nstein shareholder-approved amalgamation with a subsidiary of Open Text under the Companies Act (Qu'ebec).

Based on the terms of the definitive agreement, Nstein shareholders will receive for each Nstein common share, CDN$0.65 in cash, unless certain eligible shareholders otherwise elect to receive a fraction of an Open Text TSX traded common share, having a value of CDN$0.65 based on the volume weighted average trading price of Open Text TSX traded common shares in the 10 trading day period immediately preceding the closing date of the acquisition.

This purchase price represents a premium of approximately 100% above the 30 trading day average closing price of Nstein's common shares. The transaction is valued at approximately CDN$35 million.

According to Open Text President and Chief Executive Officer John Shackleton, Nstein will extend the breadth of Open Text's ECM offerings and further Open Text's position as the leading independent ECM vendor in the marketplace. Based in Montreal, Nstein's solutions are sold across major market segments, such as media and information services, life sciences and government.

"This is a good fit for two strong Canadian companies," commented Shackleton. "With Nstein, we have an opportunity to continue to grow as Canada's largest software company, expanding Open Text's presence in Quebec. Nstein will also add complementary technology and expertise that enhances our ECM solutions portfolio."

"This agreement helps Nstein take its next major step into the future," added Luc Filiatreault, President and Chief Executive Officer of Nstein. "We've always been committed to delivering innovative solutions to our customers and partners. Our agreement with Open Text is in keeping with this commitment. Customers will benefit from an expanded ECM solutions portfolio, and a shared vision for innovative solutions going forward."

The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of two-thirds of the votes cast by Nstein's shareholders and applicable regulatory and stock exchange approvals. A special meeting of Nstein's shareholders is expected to be held to consider the amalgamation in early April 2010.

The definitive agreement includes customary non-solicitation and right to match provisions and Nstein has agreed to pay Open Text a termination fee in certain circumstances if the amalgamation is not completed. Nstein's Board of Directors received a fairness opinion from Pagemill Partners, that the consideration to be received under the amalgamation is fair from a financial point of view to Nstein shareholders. The directors and officers of Nstein, and certain shareholders of Nstein, collectively representing in aggregate approximately 48% of the issued and outstanding shares of Nstein have agreed to enter into voting agreements with Open Text to vote in favour of the amalgamation.

For further information, please contact Rob Shaw: tel +27 83 626-3811, fax +27 86 646-4178, e-mail rshaw@opentext.com.

Open Text

Open Text, an enterprise software company and leader in enterprise content management, helps organisations manage and gain the true value of their business content. Open Text brings two decades of expertise supporting 50 million users in 114 countries. Working with our customers and partners, we bring together leading Content Experts to help organisations capture and preserve corporate memory, increase brand equity, automate processes, mitigate risk, manage compliance and improve competitiveness.

In southern Africa, Open Text's business partners are Accenture, Business Connexion, Datacentrix, IA Systems and SAP Africa; and, its customer base includes organisations from across both the private and public sectors such as Alexander Forbes, Anglo Platinum, BMW, Department of Environmental Affairs and Tourism, Distell, Engen, Exxaro Resources, Mittal Steel, Office of the President, Provincial Government of the Western Cape, SABMiller, Sasol, Telkom SA and Toyota.

Nstein Technologies

Nstein Technologies provides next-generation content management solutions that help information-rich enterprises centralise, understand and manage vast amounts of content. At the heart of Nstein's solutions, semantic analysis allows information to be easily found and packaged together so it can be connected to the right internal and external audiences. Nstein's Content Management and Web Publishing solutions both rely on Nstein's patented Text Mining Engine for semantic and text analysis. This unlocks content's value and allows clients, from an array of different industries, to leverage existing content to: create and deliver new products; facilitate internal and external research and knowledge sharing; and reduce content-related costs.

Safe harbour statement under the Private Securities Litigation Reform Act of 1995

This news release may contain forward-looking statements relating to the success of any of the company's strategic initiatives, the company's growth and profitability prospects, the benefits of the company's products to be realised by customers, the company's position in the market and future opportunities therein, the deployment of Open Text ECM Suite and our other products by customers, and future performance of Open Text Corporation. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. Forward-looking statements in this release are not promises or guarantees and are subject to certain risks and uncertainties, and actual results may differ materially. The risks and uncertainties that may affect forward-looking statements include, among others, the failure to develop new products, risks involved in fluctuations in currency exchange rates, delays in purchasing decisions of customers, the completion and integration of acquisitions, the possibility of technical, logistical or planning issues in connection with deployments, the continuous commitment of the company's customers, demand for the company's products and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission (SEC), including the Form 10-K for the year ended June 30, 2009. You should not place undue reliance upon any such forward-looking statements, which are based on management's beliefs and opinions at the time the statements are made, and the Company does not undertake any obligations to update forward-looking statements should circumstances or management's beliefs or opinions change.

Copyright (c) 2010 by Open Text Corporation. OPEN TEXT are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. SAP and all SAP logos are trademarks or registered trademarks of SAP AG in Germany and in several other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.

For more information on Open Text, go to: http://www.opentext.com.

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