NOTE 17—ACQUISITIONS

Fiscal 2012

System Solutions Australia Pty Limited (MessageManager)

On October 31, 2011, we acquired MessageManager, a software company based in Sydney, Australia. MessageManager specializes in Fax over Internet Protocol (FoIP). Total consideration for MessageManager was $3.3 million, comprised of $2.7 million paid in cash (inclusive of $1.2 million of cash acquired), and $0.6 million currently held back and unpaid in accordance with the purchase agreement. In accordance with ASC Topic 805, this acquisition was accounted for as a business combination.

The fair value of the acquired assets and liabilities is provisional, pending any adjustments related to potential unrecorded liabilities and any tax related impacts on the valuation of these items.

Acquisition related costs for MessageManager included in Special charges in the Condensed Consolidated Statements of Income for the three months ended December 31, 2011 was $0.06 million.

The results of operations of MessageManager have been consolidated with those of Open Text beginning October 31, 2011.

Operitel Corporation

On September 1, 2011, we acquired Operitel, a software company based out of Peterborough, Ontario, Canada. Operitel specializes in building enterprise "Learning Portal" solutions. Total consideration for Operitel was approximately $7.2 million, comprised of $6.3 million paid in cash, inclusive of $0.4 million which has been paid in to escrow, an additional $0.8 million currently held back and unpaid and $0.1 million which has been accrued for as of December 31, 2011 and will be paid in January 2012 in accordance with the purchase agreement. In accordance with ASC Topic 805, this acquisition was accounted for as a business combination.

Acquisition related costs for Operitel included in Special charges in the Condensed Consolidated Statements of Income for the three and six months ended December 31, 2011 were nil and $0.09 million, respectively.

The results of operations of Operitel have been consolidated with those of Open Text beginning September 1, 2011.

Global 360 Holding Corp.

On July 13, 2011, we acquired Global 360, a software company based in Dallas, Texas. Global 360 offers case management and document-centric business process management (BPM) solutions. The acquisition of Global 360 for $256.6 million in cash adds complementary BPM software to our ECM Suite. In accordance with ASC Topic 805, this acquisition was accounted for as a business combination.

The results of operations of Global 360 have been consolidated with those of Open Text beginning July 13, 2011.

The following tables summarize the consideration paid for Global 360 and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date:


Cash consideration paid	$	256,597

Acquisition related costs (included in Special charges in the Condensed Consolidated Statements of Income) for the three months ended December 31, 2011	$	200

for the six months ended December 31, 2011	$	924

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 13, 2011, are set forth below:


Current assets (inclusive of cash acquired of $10,944)	$	38,249
Non-current assets		6,289
Intangible customer assets		58,100
Intangible technology assets		40,600
Total liabilities assumed		(88,575	)*

Total identifiable net assets		54,663
Goodwill		201,934

	$	256,597

*	Included in total liabilities assumed is approximately $24.3 million of deferred revenue.

As set forth in the purchase agreement, $34.2 million of the total cash consideration was paid and held by an escrow agent for indemnification purposes. Of this amount $2.1 million was paid to Open Text during the three months ended December 31, 2011 on account of finalization of the closing balance sheet.

No portion of the goodwill recorded upon the acquisition of Global 360 is expected to be deductible for tax purposes.

The fair value of current assets acquired includes accounts receivable with a fair value of $11.9 million. The gross amount receivable was $12.8 million. As of December 31, 2011, $0.9 million of this receivable was expected to be uncollectible.

The amount of Global 360's revenues and net income included in Open Text's Consolidated Statements of Income for the three and six months ended December 31, 2011, and the unaudited pro forma revenues and net income of the combined entity, had the acquisition been consummated as of July 1, 2010, are set forth below:


	Revenues		Net Loss*
Actual from October 1, 2011 to December 31, 2011	$	19,918	$	(1,158	)
Actual from July 13, 2011 to December 31, 2011	$	38,213	$	(5,035	)


	Three months ended December 31,				Six months ended December 31,
	2011		2010		2011		2010
Supplemental Unaudited Pro forma Information
Total revenues	$	N/A	$	292,960	$	611,838	$	533,139
Net income**	$	N/A	$	35,168	$	77,847	$	54,033

Included within net loss for the period from October 1, 2011 to December 31, 2011 are $5.1 million of amortization charges relating to the allocated values of intangible assets and $0.4 million of restructuring charges included within Special charges (note 16). Included within net loss for the period from July 13, 2011 to December 31, 2011 are $9.5 million of amortization charges relating to the allocated values of intangible assets and $3.8 million of restructuring charges included within Special charges (note 16).

**	Included in pro forma net income are estimated amortization charges relating to the allocated values of intangible assets for all the periods reported above.

The unaudited pro forma financial information in the table above is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented or the results that may be realized in the future.