OpenText to File a Shelf Related to GXS Transaction Registration Rights

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Open Text™ Corporation
OTEX
OTC
, announced today that, concurrently with the filing of its Quarterly Report on Form 10-Q for the three and nine months ended March 31, 2014, it is filing a shelf registration statement on Form S-3 (the Shelf Registration Statement) with the U.S. Securities and Exchange Commission (SEC), which becomes effective automatically. Filing of the Shelf Registration Statement is in part response to the demand and piggyback registration requests received by OpenText pursuant to the registration rights agreement entered into in connection with the acquisition of GXS Group, Inc. (GXS), and to provide future financial flexibility to the Company. The Company will also file shortly a prospectus supplement to allow certain selling shareholders to resell their OpenText Common Shares acquired in connection with the GXS acquisition. Any such resales by the selling shareholders may only be made by means of such prospectus supplement and the accompanying prospectus, and no assurance can be given that any such offers and sales will in fact be made. The Company currently does not have any commitments or plans to sell any securities on a primary basis under the Shelf Registration Statement at this time. The Shelf Registration Statement allows for primary and secondary offerings from time to time of equity, debt and other securities, including Common Shares, Preference Shares, debt securities, depositary shares, warrants, purchase contracts, units and subscription receipts. A base shelf prospectus qualifying the distribution of such securities will also be filed with certain Canadian securities regulators. The type of securities and the specific terms thereof will be determined at the time of any offering and will be described in the applicable prospectus supplement to be filed separately with the SEC and such Canadian securities regulators. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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