Open Text Corporation · TSX:OTEX

Open Text — Merger or Acquisition (September 2016)

15 slides from Open Text's merger presentation, Sep 12, 2016

1. Slide 1: OpenText Signs Definitive Agreement to Acquire Dell EMC's Enterprise Content Division, including Documentum

   OpenText Signs Definitive Agreement to Acquire Dell EMC’s Enterprise Content Division, including Documentum September 12, 2016

2. Slide 2: Safe Harbor

   Safe Harbor Certain statements in this presentation, including statements regarding OpenText’s plans, objectives, expectations and intentions relating to the acquisition, the acquisition’s expected contribution to OpenText’s results, financing and closing of the acquisition, as well as the expected

3. Slide 3: What OpenText Announced

   What OpenText Announced Open Text Corporation (NASDAQ: OTEX) (TSX: OTC), a global leader in Enterprise Information Management (EIM), announced today that it has entered into a definitive agreement to acquire Dell EMC’s Enterprise Content Division (ECD), including Documentum. ECD offers a suite of le

4. Slide 4: Transaction Overview

   Transaction Overview  Purchase price of US$1.62 billion is approximately 2.7 times ECD FY’15 revenue of 1 $599M .  Targeting to be immediately accretive to earnings, onboard to the OpenText operating model within the first 12 months.  Expect the transaction to close within 90 to 120 days, subject

5. Slide 5: Strategic Rationale

   Strategic Rationale  Expands OpenText’s EIM products and services portfolio.  Documentum brings deep industry solutions, intellectual property, and expertise.  Access to a new installed base of marquee customers.  Drives cross-sell of OpenText EIM portfolio into Documentum customers.  Provides

6. Slide 6: What OpenText is Purchasing

   What OpenText is Purchasing  Dell EMC’s ECD product offerings of Documentum™, InfoArchive™, and LEAP™ product families can be deployed on-premises, in the Cloud, or as hybrid architectures. • Documentum features a set of proven products that enable customers to better-manage content across the ente

7. Slide 7: ECD Expands OpenText's EIM Portfolio

   ECD Expands OpenText’s EIM Portfolio Dell EMC Enterprise Content Division Enterprise Content Division ApplicationXtender LEAP D2 Information Rights Management Document Sciences Captiva Documentum XCP OpenText Confidential. ©2016 All Rights Reserved. 7

8. Slide 8: Stable, Loyal, and Diverse Customer Base

   Stable, Loyal, and Diverse Customer Base  Documentum brings a loyal, marquee customer base.  Strong recurring revenue portfolio.  Approximately 75% of recurring revenues and 50% of total revenue from maintenance.  Documentum products are deployed to over 5,600 customers globally and are used by:

9. Slide 9: Marquee Customers in Key Verticals

   Marquee Customers in Key Verticals  Documentum adds solutions and capacity to the OpenText portfolio for the healthcare, life sciences and public sector verticals, while strengthening OpenText’s presence in financial services, energy and engineering. Life Sciences & Healthcare Financial Services &

10. Slide 10: Industry Recognition – Leaders in ECM & CCM

    Industry Recognition – Leaders in ECM & CCM OpenText EMC Forrester Wave: ECM Business OpenText Gartner Magic Quadrant: ECM Content (Q3 2015) (October 2015) EMC OpenText EMC EMC OpenText Forrester Wave: ECM Transactional Gartner Magic Quadrant: Customer Content (Q3 2015) Communications Management (CC

11. Slide 11: Enterprise Content – Total Addressable Market

    Enterprise Content – Total Addressable Market  Enterprise Content represents an estimated Total Total Addressable Market (TAM) size of $11.2B in 2015 and 18.0 $17.0B can be segmented into the following sub-markets: 16.0 11% CAGR  Traditional ECM: $7.1B TAM. 14.0 Total  Information Archiving: $2.0

12. Slide 12: M&A is Our Leading Growth Driver

    M&A is Our Leading Growth Driver  The acquisition of Dell EMC’s ECD is consistent with OpenText’s strategy to drive growth through acquisitions, complemented with organic initiatives.  2020 aspiration target of 34% to 38% adjusted operating margin (AOM) remains unchanged.  In the past 6 months, O

13. Slide 13: The EIM Vendor of Choice

    The EIM Vendor of Choice OpenText + Documentum  A strong, more complete EIM portfolio from a single vendor.  Integration to the OpenText EIM platform and new capabilities spanning the Information Lifecycle.  Better geographical coverage globally, but in particular in emerging markets.  Stronger

14. Slide 14: A Compelling Transaction For Our Stakeholders

    A Compelling Transaction For Our Stakeholders  Purchase price of US$1.62 billion is approximately 2.7 times ECD FY’15 revenue of $599M1.  Onboarding strong recurring revenues, significant contribution to margin, and cash flows.  Targeting to be immediately accretive to earnings, onboard to the Op

15. Slide 15: OpenText

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