OPEN TEXT CORP (OTEX): M&A transaction — OpenText closes $2.275B divestiture of AMC business to Rocket Software, plans $2B debt reduction

OPEN TEXT CORP

Completed sale of Application Modernization & Connectivity (AMC) business to Rocket Software for $2.275B in cash, before taxes and fees.
Proceeds to repay ~$2.0B of Term Loan B and Acquisition Term Loan; net leverage target under 3x.
Pro forma FY2023 revenue of $4.26B (down from $4.48B) reflecting removal of AMC; pro forma net income $476M.
Transaction closed May 1, 2024; additional Fiscal 2024 impact to be detailed on May 2 earnings call.
CEO says focus shifts to cloud, security, AI; capital allocation program for shareholders to expand.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

OPEN TEXT CORP completed a disposition involving Rocket Software, Inc. and Rocket Software UK Limited (collectively, Rocket) for all-cash purchase price of US$2.275 billion, before taxes, fees and other adjustments (closed 2024-05-01).

Action: disposition
Counterparty: Rocket Software, Inc. and Rocket Software UK Limited (collectively, Rocket)
Consideration: all-cash purchase price of US$2.275 billion, before taxes, fees and other adjustments
Closing: 2024-05-01

Exact text from the filing

generally assume all liabilities related to the AMC Group, subject to certain exceptions (such transactions collectively, the “Transaction”), for an all-cash purchase price of US$2.275 billion, before taxes, fees and other adjustments. The Company intends to use the net proceeds from the Transaction to prepay outstanding principal balances on the Company’s Term Loan B

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28 m&a transactions filed in the last 30 days. Browse all m&a transactions →

OPEN TEXT CORP filing history →

Source: SEC EDGAR

accession 0001002638-24-000015

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