ACQUISITIONS

Fiscal 2015

There were no acquisitions made during the six months ended December 31, 2014. See note 22 “Subsequent Events - Acquisition of Informative Graphics Corporation” and “Acquisition of Actuate Corporation”.

Fiscal 2014

GXS Group, Inc.

On January 16, 2014, we acquired GXS, a Delaware corporation and leader in cloud-based, business-to-business (B2B) integration. The acquisition combines OpenText's Information Exchange portfolio with GXS' portfolio of B2B integration services and managed services. Total consideration for GXS was $1.2 billion, inclusive of the issuance of 2,595,042 OpenText Common Shares on a post stock-split basis. In accordance with Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination.

The results of operations of GXS have been consolidated with those of OpenText beginning January 16, 2014.

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



Cash consideration paid	$	1,101,874
Equity consideration paid	116,777
Purchase consideration	$	1,218,651
Acquisition-related costs (included in Special charges in the Condensed Consolidated Statements of Income) for the three months ended December 31, 2014	$	85
Acquisition-related costs (included in Special charges in the Condensed Consolidated Statements of Income) for the six months ended December 31, 2014	$	226

As set forth in the purchase agreement, $60.0 million of the total cash consideration paid was provided to an escrow agent for indemnification purposes. During the three months ended December 31, 2014, $30.0 million of the total amount that was held in escrow was released. The remaining $30.0 million will remain in escrow, for indemnification purposes, until January 2016, pursuant to the purchase agreement.

Purchase Price Allocation

The purchase price of GXS has been allocated to GXS' tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. For certain assets and liabilities, the book values as of the balance sheet date have been determined to reflect fair values. The excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill.

Our purchase price allocation for GXS is as follows:



Current assets (inclusive of cash acquired of $24,382)	$	127,406
Non-current tangible assets	36,139
Intangible customer assets	364,600
Intangible technology assets	123,200
Liabilities and non-controlling interest assumed	(105,459		)
Total identifiable net assets	545,886
Goodwill	672,765
Net assets acquired	$	1,218,651

Adjustments made to goodwill since date of acquisition primarily include reductions of certain tax related liabilities based upon the determination of additional tax attributes available on acquisition.

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

The fair value of current assets acquired includes accounts receivable with a fair value of $94.3 million. The gross amount receivable was $108.2 million of which $13.9 million of this receivable was expected to be uncollectible.