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Subsequent Events | 6 Months Ended
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Dec. 31, 2013
Subsequent Events [Abstract] |
Subsequent Events | SUBSEQUENT EVENTS Dividends Stock Dividend s On January 23, 2014, we announced that our Board of Directors approved a two-for-one stock split of our outstanding Common Shares. The two-for-one stock split will be implemented by way of a stock dividend whereby shareholders will receive one Common Share for each Common Share held. The record date for the stock dividend will be February 7, 2014 and the payment date will be February 18, 2014. We are undertaking the stock split to make our Common Shares more readily accessible to individual shareholders, increase and broaden our shareholder base, and improve the liquidity of the market for our Common Shares. As of January 22, 2014 there were 60,473,680 OpenText Common Shares outstanding. Adjusting for the stock split, there will be 120,947,360 OpenText Common Shares outstanding. Cash Dividends As part of our quarterly, non cumulative cash dividend program, we declared, on January 23, 2014, a dividend of $0.15 per Common Share (or $0.30 per Common Share on a pre stock split basis). The record date for this dividend is February 25, 2014 and the payment date is March 14, 2014. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination and discretion of our Board of Directors. Acquisition of GXS Group, Inc. On January 16, 2014, OpenText acquired 100% of GXS Group, Inc., a Delaware corporation (GXS) and leader in cloud-based, business to business integration (B2B), pursuant to the Agreement and Plan of Merger, dated as of November 4, 2013 (the Merger Agreement), which has been filed as an exhibit to the Company’s Form 8-K/A, filed with the Securities and Exchange Commission (SEC) on November 6, 2013 (the Acquisition). As of the effective time of the Acquisition, each share of GXS common stock and GXS preferred stock outstanding immediately prior to the effective time (subject to certain exceptions) was converted into the right to receive a certain amount of cash. Also, in the case of GXS preferred stock, for preferred stockholders whose status as “accredited investors” was verified under the U.S. Securities Act of 1933, as amended, such stockholders received an aggregate of 1,297,521 OpenText Common Shares. The total purchase price comprised of approximately $1.1 billion in cash and the issuance of 1,297,521 OpenText Common Shares. The acquisition is expected to reinforce OpenText's leadership in EIM by combining OpenText's Information Exchange portfolio with GXS' portfolio of B2B integration services and managed services. Currently, as of the date of filing of this Quarterly Report on Form 10-Q, we are still evaluating the impact of this acquisition on our consolidated financial statements and the results of this evaluation will be included in our financial statements for the third quarter of Fiscal 2014. Term Loan B In connection with the Acquisition of GXS, on January 16, 2014, OpenText entered into a new credit facility, which is in addition to the Company’s Term Loan A that already exists as of December 31, 2013, which provides for a $800 million term loan facility with certain lenders named therein, Barclays Bank PLC (Barclays), as sole administrative agent and collateral agent, and with Barclays and RBC Capital Markets as lead arrangers and joint bookrunners (Term Loan B). Borrowings under Term Loan B are secured by a first charge over substantially all of our assets. We entered into Term Loan B and borrowed the full amount of $800 million on January 16, 2014. Term Loan B has a seven year term. Repayments made under Term Loan B are equal to 0.25% of the original principal amount in equal quarterly installments for the life of Term Loan B, with the remainder due at maturity. Borrowings under Term Loan B currently bear a floating rate of interest at a rate per annum equal to 2.5% plus the higher of LIBOR or 0.75%. For further details relating to Term Loan B, please see the credit agreement filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on January 16, 2014. Restructuring Plan In connection with the acquisition of GXS, on January 16, 2014, we began to implement restructuring activities to streamline our operations. These charges relate to workforce reductions, facility consolidations and other costs. With respect to each of these categories we expect to incur charges during the remainder of Fiscal 2014, in the following approximate ranges: •Workforce reductions: $11.0 million to $13.0 million, •Facility consolidations: $9.0 million to $11.0 million, and •Other Costs: $2.0 million to $3.0 million. In addition, we expect to incur additional restructuring costs in the range of $7.0 million to $10.0 million, in connection with this restructuring plan, in Fiscal 2015. Total costs to be incurred in conjunction with this restructuring plan are expected to be approximately $29.0 million to $37.0 million and we expect all actions to be substantially completed by the end of Fiscal 2015.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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