Waterloo, Canada, September 30th / PRNewswire / -- Open Text Corporation ("OpenText" or "the Company") (Nasdaq: OTEX; Toronto Stock Exchange: OTEX) today announced the pricing terms and results of its previously announced cash tender offer ("Tender Offer"). The Tender Offer is intended to acquire for cash up to a total principal amount of $300 million of the company's outstanding 3.875% preferred notes due in 2028 ("bonds") (which may be increased or decreased by the company, i.e., "maximum total tender offer amount"). The specific terms and conditions are set forth in the "Tender Offer" dated September 23, 2026, and were revised in the company's press release dated September 25, 2026 ("the 'Tender Offer'").

For each $1,000 of principal in bonds that are validly bid for and accepted for purchase in the tender offer, the “tender offer consideration” will be determined with reference to a fixed spread and based on the bid yield of relevant U.S. Treasury benchmark securities, as follows. This consideration will be paid to the bond registrant holders (the “holders”) who placed valid bids before or at 5:00 p.m. New York Time on September 30, 2026, and whose bids were not effectively withdrawn, and whose bonds were accepted for purchase by the company. The reference yield (determined under the “Purchase Offer”) was established by the transaction manager (defined below) at 3:00 p.m. New York Time on September 30, 2026, today.

The payment for the acquired bonds will include the accrued but unpaid interest from the last interest payment date applicable to those bonds up to, but not including, the settlement date. For bonds that were validly bid on or before 5:00 p.m. New York Time on September 30, 2026 (the "maturity date"), the expected settlement date is October 2, 2026, which is two working days after the maturity date.

According to the information received by the tender and information agency Global Bondholder Services Corporation ("Tender and Information Agency") for the tender offer, as of the expiration date, the company has received valid tenders submitted by bondholders listed in the table below that have not been effectively withdrawn.

• The CUSIP / ISIN numbers listed in this press release, or the CUSIP / ISIN numbers printed on the bonds, are not intended to represent any statement of correctness or accuracy, and are provided merely for the convenience of bondholders.
• For each $1,000 of principal amount of bonds that are valid on or before the maturity date and are purchased by the company, excluding accrued interest.

The company will accept payments for valid tendered bonds at the highest total offer amount. The valid tendered bonds will be allocated at a ratio of 43.047752%, and will be appropriately adjusted downward to the nearest $1,000 principal amount in order to avoid purchasing bonds with a principal amount that is not a multiple of $1,000.

The complete terms and conditions of the tender offer are contained in the ‘Purchase Offer’, which has been sent to the bondholders by the company. The company recommends that bondholders read the ‘Purchase Offer’, as it contains important information regarding the tender offer.

As of the date of this press release, the company expects to complete the simultaneous issuance of its senior secured notes on October 1, 2026, and plans to use the net proceeds from this issuance, in conjunction with available cash, for the following purposes: (i) to fully redeem its previously issued 2027 maturing 6.900% senior secured notes (“2027 Notes”), including payment of the applicable redemption premium, accrued unpaid interest, and related costs and fees; and ( ii ) to pay for the consideration of bonds accepted in the tender offer, up to the total tender offer amount, plus accrued interest and related costs and fees. Both of these activities are expected to be settled on October 2, 2026.

The company has hired RBC Capital Markets, LLC, and Citigroup Global Markets Inc to serve as the transaction managers (‘Transaction Managers’) for this tender offer. Global Bondholder Services Corporation has been appointed as the bidding and information agent for this tender offer. For questions regarding the tender offer, please contact RBC Capital Markets and LLC; recipient: Liability Management Team, telephone: (212) 618-7843, toll-free: (877) 381-2099, email: [email protected]; as well as Citigroup Global Markets Inc; recipient: Liability Management Group, toll-free: (800) 558-3745, paid telephone: (212) 723-6106, email: ny.liabilitymanagement @ citi.com. To request a ‘Purchase Offer’, please contact Global Bondholder Services Corporation; banks and brokers should call (212) 430-3774, while other individuals can use the toll-free number (855) 654-2014, email: [email protected]. In addition, copies of the ‘Purchase Offer’ are available at the following web page: https:// www.gbsc-usa.com / opentext.

The company is undertaking this tender offer solely in accordance with the terms and conditions of the ‘Purchase Offer’. Neither the company, nor the transaction manager, nor any bidding or information agents shall provide any advice regarding whether bondholders should or should not bid for their bonds. Bondholders must consult their own investment and tax advisors and decide for themselves whether to bid, as well as the amount of principal of the bonds they should bid for, if they choose to do so. This tender offer will not be made to bondholders in any jurisdiction where its conduct or acceptance would violate the securities laws, Blue Sky Laws, or other applicable laws of that jurisdiction. In jurisdictions where securities laws or Blue Sky Laws require that this tender offer must be initiated by a licensed broker or dealer, this tender offer will be deemed to be initiated by the transaction manager, or by one or more registered brokers or dealers permitted by the laws of that jurisdiction on behalf of the company.

This press release does not constitute an offer to sell or a solicitation to buy; in any state or jurisdiction, such offers, solicitations, or sales are illegal unless registration or qualification is completed in accordance with the securities laws of that state or jurisdiction. The preferred securities and related guarantees have been issued in the United States under Sections 144A and 144B of the revised Securities Act of 1933. Except for issuance to persons who are reasonably believed to be qualified institutional buyers under the exemption from registration provided by Section 144A of the Securities Act, and for issuance to certain persons in offshore transactions under Section 144B of the Securities Act, these securities are not issued or sold within the United States or to Americans (as defined in Section 3(a)(1) of the Securities Act) or for their accounts or interests.

This press release does not constitute a redemption notice under the 2027 note contract, and the redemption is subject to the conditions specified in the applicable redemption notice, including the financing conditions mentioned therein. This notice is issued in accordance with the provisions of the 2027 note contract only. No guarantee can be provided as to whether redemption will be carried out in the aforementioned manner.

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About OpenText

OpenText ™ is a global leader in data management within the field of AI, helping organizations to confidently protect, govern, and activate their data. The company's technology transforms data into context-rich information, thereby establishing a knowledge base for corporate AI.

Warning Statement Regarding Forward-Looking Statements

Certain statements in this press release may contain language that is considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, projections, and outlooks, including regarding the previously announced and priced concurrent preferred guarantee notes issuance, conditional redemptions, and tender offers, as well as the operating environment, economic, and market conditions in which OpenText operates. Such statements are subject to significant assumptions, risks, and uncertainties and are difficult to predict; actual results may differ materially from them. The assumptions that OpenText deems reasonable as of the date of this press release may prove to be inaccurate, and therefore, actual results may differ significantly from those anticipated herein. For more information regarding risks and other possible factors, please refer to OpenText's annual 10-K form, quarterly 10-Q forms, and other securities filing documents submitted to the U.S. Securities and Exchange Commission and other securities regulatory authorities. Readers are cautioned not to rely excessively on any such forward-looking statements, which are only valid as of the date they are made. Unless otherwise required by applicable securities laws, OpenText assumes no intention or obligation to update or revise any forward-looking statements due to new information, future events, or other reasons.

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