Open Text Acquires Hummingbird

On October 2, 2006, in a transaction valued at approximately US$472 million, Open Text Corporation acquired all of the issued and outstanding shares of Hummingbird Ltd. at a price of US$27.85 per common share payable in cash. The transaction was carried out by way of a statutory plan of arrangement. Open Text is a leading provider of Enterprise Content Management (ECM) software solutions that bring together people, processes and information in global organizations.

Open Text was represented in-house by John Trent, senior vice-president, general counsel and corporate secretary and James Clarke, assistant general counsel and assistant corporate secretary. External counsel to Open Text on this transaction was Osler, Hoskin & Harcourt LLP, with a team that included Clay Horner, Desmond Lee, David Hanick and Jennifer Lee (corporate); Scott Horner and Charles Zienius (banking); David Tetreault, Julie Colden and Cassandra Priede (tax); Paul Crampton and Shuli Rodal (competition); Damian Rigolo (employment) and Laura Fric and Craig Lockwood (litigation). Open Text was also represented by its corporate counsel, Gardiner Roberts LLP, with a team that included Sheldon Polansky, Paul Stoyan, Arlene O'Neill, Peter Moffatt and Dana Moxam (corporate); Lori Mark and Anna Stewart (banking); and by its US counsel, Wayne Matus and Michael Hermsen of Mayer Brown Rowe and Maw LLP.

Hummingbird was represented by Goodmans LLP, with a team that included Stephen Halperin, Michael Partridge and Jennifer Sernaker (corporate), Tom Friedland and Rachelle Dickinson (litigation), Alan Bowman and Peter Jovicic (tax) and Richard Annan (competition), and by Skadden, Arps, Slate, Meagher & Flom LLP, with a team that included Christopher Morgan and Raziel Zisman (corporate), Eric Sensenbrenner and Aaron Fineberg (tax), and Joseph Nisa (antitrust).
Aim Trimark Investments Ltd., which was the largest shareholder of Hummingbird, was represented by Alan Bell of Bennett Jones LLP.