Guidance Enters into Definitive Merger Agreement with OpenText
26 Julio 2017 - 5:00AM
Business Wire
Guidance Software (NASDAQ:GUID), the makers of EnCase®, the gold
standard in forensic security, today announced that it has entered
into a definitive agreement to be acquired by OpenText™
(NASDAQ:OTEX) (TSX:OTEX), the global leader in Enterprise
Information Management (EIM).
Under the terms of the merger agreement, OpenText will commence
a tender offer to acquire all outstanding shares of Guidance
Software common stock in a transaction valued at approximately $240
million. Subject to the terms and conditions of the offer, Guidance
stockholders will receive $7.10 per share in cash for each
outstanding share of common stock held.
"Our board of directors has carefully evaluated the merger
proposal by OpenText and believes it represents the best value
reasonably attainable for our stockholders and will benefit our
customers and employees,” said Patrick Dennis, Guidance president
and CEO. “We believe this all-cash transaction offers our
stockholders liquidity and certainty of value. Joining with
OpenText is a new beginning for Guidance products, customers and
employees.”
The merger has been unanimously approved by the Board of
Directors of Guidance and is expected to close in the third quarter
of calendar 2017. Consummation of the transaction is subject to
customary closing conditions, including the receipt of regulatory
approvals and the tender of a majority of the shares of Guidance
Software common stock in the offer.
Morgan Stanley and Atlas Technology Group are serving as
financial advisors and Latham & Watkins is acting as legal
counsel to Guidance.
About Guidance Software
Guidance (NASDAQ: GUID) exists to turn chaos and the unknown
into order and the known-so that companies and their customers can
go about their daily lives as usual without worry or disruption,
knowing their most valuable information is safe and secure. The
makers of EnCase®, the gold standard in forensic security, Guidance
provides a mission-critical foundation of market-leading
applications that offer deep 360-degree visibility across all
endpoints, devices and networks, allowing proactive identification
and remediation of threats. From retail to financial institutions,
our field-tested and court-proven solutions are deployed on an
estimated 35 million endpoints at more than 70 of the Fortune 100
and hundreds of agencies worldwide, from beginning to endpoint.
Guidance Software®, EnCase® and EnForce™ are trademarks owned by
Guidance Software and may not be used without prior written
permission. All other trademarks and copyrights are the property of
their respective owners.
Notice to Investors
The tender offer for all of the outstanding shares of common
stock of the Company (the “Offer”) has not yet commenced. This
press release is not an offer to buy nor a solicitation of an offer
to sell any securities of the Company. The solicitation and the
offer to buy shares of the Company’s common stock will only be made
pursuant to a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and other related
materials that Open Text (“Parent”) and Galileo Acquisition Sub
Inc. (“Purchaser”) intend to file with the U.S. Securities and
Exchange Commission (the “SEC”). In addition, the Company will file
with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the Offer. Once filed, investors will be able
to obtain the tender offer statement on Schedule TO, the offer to
purchase, the Solicitation/Recommendation Statement of the Company
on Schedule 14D-9 and related materials with respect to the Offer
and the merger of Purchaser with and into the Company, with the
Company surviving as a wholly-owned subsidiary of Parent (the
“Merger”), free of charge at the website of the SEC at www.sec.gov,
and from the information agent named in the Offer materials.
Investors may also obtain, at no charge, any such documents filed
with or furnished to the SEC by the Company under the “Investors”
section of the Company’s website at www.guidancesoftware.com.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS
WHEN THEY BECOME AVAILABLE, INCLUDING THE
SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY
AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE
OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN
THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
WHETHER TO TENDER THEIR SHARES PURSUANT TO THE OFFER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE OFFER.
Forward-Looking Statements
The statements included in this press release that are not a
description of historical facts are forward-looking statements.
Words or phrases such as “believe,” “may,” “could,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,”
“expect,” “should,” “would” or similar expressions are intended to
identify forward-looking statements and are based on the Company’s
current beliefs and expectations. These forward-looking statements
include without limitation statements regarding the planned
completion of the Offer and the Merger. The Company’s actual future
results may differ materially from the Company’s current
expectations due to the risks and uncertainties inherent in its
business. These risks include, but are not limited to:
uncertainties as to the timing of the Offer and the Merger;
uncertainties as to the percentage of shares of Company common
stock tendered in the Offer; the possibility that competing offers
will be made; the possibility that various closing conditions for
the Offer or the Merger may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the Merger; the effects of
disruption caused by the transaction making it more difficult to
maintain relationships with employees, customers, vendors and other
business partners; the risk that stockholder litigation in
connection with the Offer or the Merger may result in significant
costs of defense, indemnification and liability; and risks and
uncertainties pertaining to the business of the Company, including
those detailed under “Risk Factors” and elsewhere in the Company’s
public periodic filings with the SEC, as well as the Offer
materials to be filed by Parent and Purchaser and the
Solicitation/Recommendation Statement to be filed by the Company in
connection with the Offer.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are qualified in their entirety by
this cautionary statement and the Company undertakes no obligation
to revise or update this report to reflect events or circumstances
after the date hereof, except as required by law.
GUID-F
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Guidance SoftwareINVESTOR CONTACTRasmus van der
Colff, 626-768-4607investorrelations@guidancesoftware.com
Guidance Software, Inc. (NASDAQ:GUID)
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