Open Text Corporation 9,250,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2016 • Open Text Corp • Services-computer integrated systems design • New York
Pursuant to a Master Acquisition Agreement (the “Acquisition Agreement”), dated as of September 12, 2016, by and among the Company, EMC Corporation, a Massachusetts corporation (“EMC”), EMC International Company, a company organized under the laws of Ireland (“EIC”), and EMC (Benelux) B.V., a besloten vennootschap organized under the laws of Netherlands (“EMC Benelux” and, together with EMC and EIC, the “Sellers”), the Company will acquire certain assets and assume certain liabilities of the enterprise content division of the Sellers (the “Business” and such transactions, collectively, the “Acquisition”). The Company expects to finance the Acquisition with the net proceeds of the issuance of the Shares, the proceeds from an anticipated debt financing (the “Concurrent Debt Financing”) and cash on hand. The completion of the offering of Common Shares contemplated hereby is not contingent on the completion of the Concurrent Debt Financing and the Concurrent Debt Financing is not contingen
