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 $2.9 million paid in cash (inclusive of $1.2 million of cash acquired), and $0.4 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 and nine months ended March 31, 2012 were nil and $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 in Peterborough, Ontario, Canada. Operitel specializes in building enterprise “Learning Portal” solutions. Total consideration for Operitel was approximately $7.2 million, comprised of $6.4 million paid in cash, inclusive of $0.4 million which has been paid in to escrow, and an additional $0.8 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.

Acquisition related costs for Operitel included in Special charges in the Condensed Consolidated Statements of Income for the three and nine months ended March 31, 2012 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 March 31, 2012	$	—

for the nine months ended March 31, 2012	$	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 of March 31, 2012 approximately $20 million of the total cash consideration remains held by an escrow agent for indemnification purposes.

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 March 31, 2012, $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 nine months ended March 31, 2012, 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 January 1, 2012 to March 31, 2012	$	17,500	$	(1,902	)
Actual from July 13, 2011 to March 31, 2012	$	55,900	$	(7,834	)



	Three Months Ended March 31, 2012			Nine Months Ended March 31, 2012
	2012	2011		2012		2011
Supplemental Unaudited Pro forma Information
Total revenues	n/a	$	286,136	$	904,185	$	819,275
Net income**	n/a	$	31,560	$	112,722	$	84,811

*Included within net loss for the period from January 1, 2012 to March 31, 2012 are $5.1 million of amortization charges relating to the allocated values of intangible assets and $1.0 million of restructuring charges included within Special charges (note 16). Included within net loss for the period from July 13, 2011 to March 31, 2012 are $14.6 million of amortization charges relating to the allocated values of intangible assets and $4.8 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.