OpenText to Acquire Dell EMC Enterprise Content Division for $1.62 Billion

Open Text Corporation, in Enterprise Information Management (EIM), entered into a definitive agreement to acquire Dell EMC’s Enterprise Content Division (ECD), including Documentum.

ECD offers a suite of enterprise content management solutions with deep industry focus, including the Documentum, InfoArchive, and LEAP product families.

Under the terms of the agreement, the software, associated services, and employees of ECD will be integrated into OpenText.

The acquisition is expected to deepen OpenText’s EIM offering with a substantial portfolio focused on Enterprise Content Management (ECM) and ILM. With industry offerings, expertise and footprints in healthcare, life sciences, and public sector, plus additional capacity in financial services, energy, and engineering, OpenText will strengthen its vertical offerings, customer base, managed services, and geographical coverage.

OpenText and Dell EMC also announced their intention to negotiate and enter into a strategic commercial partnership to expand customer offerings and to better serve customer needs.

“We are at the beginning of the digital revolution where extreme connectivity, automation, and computing are converging,” said OpenText CEO and CTO Mark J. Barrenechea. “This acquisition further strengthens OpenText as a leader in EIM, enabling customers to capture their digital future and transform into information-based businesses. We are very excited about the opportunities which ECD and Documentum bring, and I look forward to welcoming our new customers, employees, and partners to OpenText.“

About the Transaction:

• Purchase price of $1.62 billion
• Purchase price is 2.7 times ECD FY15 revenue of $599M
• Targeting to onboard to the OpenText operating model within the first 12 months
• Targeting to be immediately accretive to earnings
• Expect the transaction to close within 90 to 120 days
• Subject to regulatory approvals and customary closing conditions

Barclays acted as a financial advisor to OpenText and provided a $1.0 billion debt commitment in support of the transaction. Although the exact components of the permanent financing for the acquisition are yet to be determined, OpenText’s objective is to maintain a conservative capital structure, including preserving its current credit ratings. As such, the permanent financing may include elements of cash on hand, new borrowings under credit facilities, and newly issued equity. The acquisition is not subject to a financing condition.

Morgan Stanley & Co. LLC acted as exclusive financial advisor to Dell Technologies in connection with the transaction.

“ECD provides great value for customers, and we are pleased that this will be enhanced as part of OpenText,” said David Goulden, president, Dell EMC. “In determining the best long-term future for ECD, we wanted to create a business with a leading position in EIM. OpenText shares our vision for the transformation to digital business, our passion for the role of information in the digital world, and the breadth of capabilities to help our customers realize that vision. Importantly, OpenText also shares our commitment to deliver a world-class total customer experience. Today’s news is great for all stakeholders.”