Open Text Corporation · TSX:OTEX

Open Text — Merger or Acquisition (November 2023)

12 slides from Open Text's merger presentation, Nov 28, 2023

  1. Slide 1: Strategic Divestment and Focus on Cloud and AI Growth

    Strategic Divestment and Focus on Cloud and AI Growth November 28, 2023 NASDAQ: OTEX | TSX: OTEX

  2. Slide 2: Safe Harbor and IP Statement

    Safe Harbor and IP Statement This presentation contains forward-looking statements or information (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), Section 2

  3. Slide 3: Call Participants

    Call Participants Mark J. Barrenechea Madhu Ranganathan CEO & CTO EVP, CFO © 2023 Open Text 3

  4. Slide 4: Today's Announcement

    Today’s Announcement What We Are Announcing Today: • Definitive agreement to divest OpenText’s Application Modernization and Connectivity (AMC) business • $2.275B all-cash purchase price • Anticipated close in fourth fiscal quarter ending June 30, 2024, subject to regulatory approvals & customary cl

  5. Slide 5: Transaction Overview

    Transaction Overview Sale Price and Closing Conditions About Rocket Software and Other Considerations Transaction Details Rocket Software, a Bain Capital Portfolio company • $2.275B all-cash purchase price • Private company founded in 1990 • $2.0B of net proceeds (after taxes and fees)(1) • A global

  6. Slide 6: What We Are Divesting

    What We Are Divesting Pro forma as of Application Modernization and Connectivity (AMC) Business Fiscal Year Ended June 30, 2023(2) OpenText Business Clouds Revenue (License and Customer Support, Off-Cloud) Content Business IT Operations Application Management Network Management AI & Analytics Cybers

  7. Slide 7: How We Create Value & Divestment Benefits

    How We Create Value & Divestment Benefits Expand Our Competitive Advantage in Information Management AMC Divestment Benefits Shifting from Growth driven by M&A to Growth driven by Product Innovation and Go-to-Market Faster and Higher • Higher Cloud as % of revenue Future Cloud • R&D focused on cloud

  8. Slide 8: F'26 Aspirations (in Constant Currency)

    F’26 Aspirations (in Constant Currency) F’26 Aspirations Subject to close, excluding future synergies and Cloud/AI growth Current excluding AMC(1) opportunities. Further update expected upon closing. (estimated, pro forma) Enterprise Cloud Bookings Growth(2),(3) 15%+ 15%+ Expanded Consumption, Cloud

  9. Slide 9: Pro Forma Debt Profile & Maturity

    Pro Forma Debt Profile & Maturity As of 11/2/2023 Pro forma(1) Pro Forma OpenText Debt Maturity (USD$M) Principal Outstanding ~$8.7B ~$6.8B ~$1,000 $1,019 Total Fixed Debt (Fixed Debt weighted average ~48% ~63% interest rate of 4.7%) ~$2,500 $2,462 Weighted Average Interest Rate ~6.2% ~5.95% $945 $1

  10. Slide 10: Significant Value Creation

    Significant Value Creation F’22 to F’26 After the Acquisition of Micro Focus and Divestment of AMC OpenText Prior to Micro F’26 Aspirations Focus excluding AMC(1) June 30, 2022 (estimated, pro forma) Cloud Organic Growth Estimated Impact of $3.7B Net Investment: (in CC)(2)(3) 3.6% 7% to 9% ~$5.7B ou

  11. Slide 11: Slide Notes

    Slide Notes Throughout this presentation, certain numbers are approximate and may not foot due to rounding. Slide 8 (Continued) --------------------------------------------------------------------------------------------------------------------------- 3) Enterprise cloud bookings is the total value

  12. Slide 12: opentext”

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