OpenText sells Application Modernization & Connectivity business to Rocket Software for $2.275B

OPEN TEXT CORP

Base purchase price of $2,275,000,000; transaction structured as share purchase, asset transfer, and options.
Business comprises distribution, licensing, and R&D of Transferred Products; 764 employees assumed by Buyer.
Agreement dated November 28, 2023; closing subject to regulatory approvals and other customary conditions.
Excluded liabilities include certain Taxes, employee benefit obligations, and specified retained matters.
Seller representations and warranties survive closing for up to 18 months (general) or longer (fundamental).

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