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OpenText Commences Tender Offer for Guidance Software, Inc.


Waterloo, ON – WEBWIRE

OpenText™ (NASDAQ: OTEX, TSX: OTEX), a global leader in Enterprise Information Management (EIM), announced that its wholly-owned subsidiary, Galileo Acquisition Sub Inc., has commenced its previously announced tender offer for all outstanding shares of common stock of Guidance Software, Inc. (NASDAQ: GUID) at a price of U.S. $7.10 per share. The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of July 25, 2017 (the “Merger Agreement”), by and among OpenText, Galileo Acquisition Sub Inc. and Guidance, which OpenText and Guidance announced on July 26, 2017.

The Guidance board of directors has unanimously determined that the offer is advisable, fair to and in the best interests of Guidance’s stockholders and unanimously recommends that the Guidance stockholders accept the offer and tender their shares.

The tender offer is scheduled to expire at 12:00 midnight, Eastern Time, on Wednesday, September 6, 2017, unless the offer is extended or earlier terminated.

Consummation of the tender offer is conditioned upon (i) there having been validly tendered in the tender offer (in the aggregate) and not withdrawn (and excluding any shares tendered pursuant to guaranteed delivery procedures that have not yet been received (as defined in Section 251(h)(6)(f) of the Delaware General Corporation Law)) immediately prior to 12:00 midnight, Eastern time, on September 6, 2017 (such date and time, as it may be extended by Galileo Acquisition Sub Inc. from time to time in accordance with the Merger Agreement, the “Expiration Time”), that number of shares that would, together with the number of shares (if any) then owned by Galileo Acquisition Sub Inc., OpenText and controlled affiliates of OpenText and Galileo Acquisition Sub Inc., equal at least a majority of shares then issued and outstanding, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) obtaining DSS Consent (as defined in the Merger Agreement), (iv) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred following the date of the Merger Agreement and (v) the satisfaction of other customary conditions as described in the Merger Agreement. Shares that are tendered pursuant to guaranteed delivery procedures will be deemed to be validly tendered if and only if the shares subject to such guarantees have been received by the depositary prior to the Expiration Time. There is no financing condition to the tender offer.

Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials, which have been filed by OpenText and Galileo Acquisition Sub Inc. with the SEC today. In addition, Guidance has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer.

Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from Georgeson LLC, the information agent for the tender offer, toll-free at (800) 891-3214. Computershare Trust Company, N.A. is acting as depositary for the tender offer.

Additional Information
This communication is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. OpenText and its wholly-owned subsidiary, Galileo Acquisition Sub Inc., have filed with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Guidance has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. OpenText, Galileo Acquisition Sub Inc. and Guidance will mail these documents to the Guidance stockholders. Investors and security holders are urged to read those documents and other relevant documents filed or to be filed with the SEC carefully as they contain important information about OpenText, Guidance, the tender offer and related matters. Those documents as well as OpenText’s and Guidance’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov. OpenText’s public filings with the SEC may be obtained at OpenText’s website at www.opentext.com and Guidance’s public filings with the SEC may be obtained at Guidance’s website at www.guidancesoftware.com. The offer to purchase and related materials may also be obtained for free by contacting Georgeson LLC, the information agent for the tender offer, toll-free at (800) 891-3214.

About OpenText
OpenText enables the digital world, creating a better way for organizations to work with information, on premises or in the cloud. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com.


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