OTEX

Business Context and Reporting Period

Company: Open Text Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: February 25, 2003
Event: Acquisition of Corechange, Inc. through a merger with a wholly-owned subsidiary, OT Acquisition I Corp.

Key Financial Metrics

Transaction Consideration:

• Initial Cash Payment: $3.6 million
• Holdback Amount: $650,000 (retained initially to secure indemnification obligations)
• Earnout Amount: Contingent on Corechange's revenue over the next year; specific target values are not provided in this filing.

Funding Source: Open Text's cash on hand.
Financial Statements: None provided in this filing; required statements will be filed within 75 days.

Material Changes

Open Text Corporation has expanded its portfolio by acquiring 100% of the issued and outstanding shares of Corechange, Inc. Corechange is now a wholly-owned subsidiary of Open Text Inc. (OTI). The transaction structure includes a holdback and earnout mechanism to mitigate risk regarding representations, warranties, and future performance.

Guidance, Outlook, and Risks

Management Commentary: The acquisition was completed pursuant to an Agreement and Plan of Merger dated February 24, 2003. A press release detailing the transaction is attached as Exhibit 99.1.
Risks and Contingencies:

• The Holdback Amount and Earnout Amount are subject to reduction based on Corechange's net assets at closing.
• These amounts serve as indemnification security for breaches of representations, warranties, and covenants.
• Payment of the Holdback and Earnout amounts is deferred until at least one year and 45 days after the closing date.

Unusual Items: None reported beyond the standard acquisition structure.

Investor Verification Checklist

• Verify the specific revenue targets required to trigger the Earnout Amount, as these are not detailed in the 8-K.
• Review the upcoming financial statements (due within 75 days) for Corechange's historical performance and pro forma impact.
• Examine Exhibit 99.1 (Press Release) for strategic rationale and management quotes regarding the acquisition.
• Confirm the net asset valuation of Corechange at closing to understand potential adjustments to the Holdback and Earnout amounts.