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Open Text Corp T.OTEX

Alternate Symbol(s):  OTEX

Open Text Corporation is a Canada-based information management company, which provides software and services. Its comprehensive Information Management platform and services provide secure and scalable solutions for global companies, small and medium-sized businesses (SMBs), governments and consumers around the world. It has a complete and integrated portfolio of information management solutions delivered at scale in the OpenText Cloud, enabling organizations master modern work, automate application delivery and modernization, and optimize their digital supply chains by bringing together content cloud, cybersecurity cloud, business network cloud, its operations management cloud, application automation cloud and analytics and artificial intelligence (AI) cloud. Its products include Information Management at scale, AI cloud, Business Network Cloud, Content Cloud, Cybersecurity Cloud, Developer Cloud, DevOps Cloud, Experience Cloud, IT Operation Cloud, Portfolio, and Products A-Z.


TSX:OTEX - Post by User

Post by Betteryear2on Nov 04, 2021 4:24pm
307 Views
Post# 34088789

Share Repurchase Plan/Normal Course Issuer Bid

Share Repurchase Plan/Normal Course Issuer Bid

The Company also announced today the renewal of its share repurchase plan and that it intends to purchase in open market transactions, from time to time over the next 12 months, if considered advisable, up to an aggregate of $350,000,000 of its common shares on the NASDAQ Global Select Market, the Toronto Stock Exchange (the "TSX") and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the "Repurchase Plan"). The price that OpenText will pay for common shares in open market transactions will be the market price at the time of purchase or such other price as may be permitted by applicable law or stock exchange rules.

The Company's determination to renew the Repurchase Plan reflects its confidence in its operational execution and expanding cash flows, with the Repurchase Plan being additive to the Company's overall strategic capital allocation, complementing its ongoing M&A activity and dividend program. The Repurchase Plan will be effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934.  Purchases made under the Repurchase Plan may commence on November 12, 2021 and will expire on November 11, 2022, and will be subject to a limit of 13,638,008 shares (representing 5% of the Company's issued and outstanding common shares as of October 31, 2021). All common shares purchased by OpenText pursuant to the Repurchase Plan will be cancelled.

Normal Course Issuer Bid

The Company has renewed its normal course issuer bid (the "NCIB") in order to provide it with a means to execute purchases over the TSX as part of the overall Repurchase Plan.

The TSX has approved the Company's notice of intention to commence the NCIB pursuant to which the Company may purchase common shares over the TSX for the period commencing November 12, 2021 until November 11, 2022 in accordance with the TSX's normal course issuer bid rules, including that such purchases are to be made at prevailing market prices or as otherwise permitted. Under the rules of the TSX, the maximum number of shares that may be purchased in this period is 13,638,008 (representing 5% of the Company's issued and outstanding common shares as of October 31, 2021), and the maximum number of shares that may be purchased on a single day is 112,590 common shares, which is 25% of 450,361 (the average daily trading volume for the common shares on the TSX for the six months ended October 31, 2021), subject to certain exceptions for block purchases, subject in any case to the volume and other limitations under Rule 10b-18.

Previously, on November 5, 2020, the Board authorized a share repurchase plan, pursuant to which we have been authorized to purchase in open market transactions, from time to time over the 12 month period commencing November 12, 2020, up to an aggregate of $350 million of our common shares (subject to a limit of 13,618,774 shares, being 5% of the Company's issued and outstanding common shares as of November 4, 2020) on the NASDAQ Global Select Market, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules (the "Prior Repurchase Plan"). As of the date hereof, the Company has purchased a total of 2,500,000 common shares pursuant to the Prior Repurchase Plan.

As part of the Prior Repurchase Plan, the TSX approved a previous normal course issuer bid to purchase up to 13,618,774 common shares, which commenced on November 12, 2020 and will expire on November 11, 2021 (the "Previous NCIB"). Pursuant to the Previous NCIB, the Company has purchased 1,433,781 common shares on the open markets in Canada at an average purchase price of C$57.56 per share. Of those purchases on Canadian markets, 412,589 common shares were purchased on the TSX at an average purchase price of C$57.42 per share.

 
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