NOTICE OF MERGER of COMPANY D MERGER SUB INC. OPEN TEXT CORPORATION DAEGIS INC.

Transcription

1 NOTICE OF MERGER of COMPANY D MERGER SUB INC. an indirect wholly-owned subsidiary of OPEN TEXT CORPORATION with and into DAEGIS INC. To the Former Holders of Record of Shares of Common Stock of Daegis Inc. NOTICE OF MERGER Pursuant to Sections 251(h) and 262 of the General Corporation Law of the State of Delaware (the DGCL ), notice is hereby given that the merger (the Merger ) of Company D Merger Sub Inc. ( Purchaser ), a Delaware corporation and an indirect wholly-owned subsidiary of Open Text Corporation ( Parent ), a Canadian corporation, with and into Daegis Inc., a Delaware corporation ( Daegis or the Company and, after the Merger, sometimes referred to herein as the Surviving Corporation ), became effective at 8:04 a.m. Eastern time on November 23, 2015 (the Effective Time ) pursuant to a certificate of merger filed with the Secretary of State of the State of Delaware. Purchaser was the owner of at least the majority of the outstanding shares of common stock, par value $0.001 per share, of the Company (the Shares ) issued and outstanding immediately prior to the Merger and, accordingly, pursuant to Section 251(h) of the DGCL, no action was required by the Company s other stockholders for the Merger to become effective. As a result of the Merger, the Company is now an indirect wholly-owned subsidiary of Parent. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of October 8, 2015, by and among Parent, Purchaser and the Company (the Merger Agreement ). Purchaser acquired its Shares upon consummation of its cash tender offer for all issued and outstanding Shares, at a price of $0.82 per Share, net to the seller in cash (the Offer Price ), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 23, 2015 and in the related Letter of Transmittal (which, together with all amendments and supplements thereto, collectively constitute the Offer ). As a result of the Offer, Purchaser acquired approximately eighty six per cent (86.12%) of the then outstanding Shares (excluding Shares tendered pursuant to guaranteed

2 delivery procedures but not yet delivered and Shares that were owned as of the date of the commencement of the tender offer by the Company or any direct or indirect wholly-owned subsidiary of the Company). As of the Effective Time, pursuant to the Merger: (i) each Share issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Parent or the Company or by any wholly-owned subsidiary of Parent (including Purchaser) or the Company, and (B) any Shares owned by Daegis stockholders who are entitled to and who properly exercise appraisal rights under Section 262 of the DGCL with respect to such Shares) was cancelled and converted into the right to receive an amount of cash per Share equal to the Offer Price without interest thereon and less any required withholding taxes (the Merger Consideration ), payable to the holder thereof upon surrender of the certificate formerly representing, or book-entry transfer of, such Share in accordance with the Merger Agreement; (ii) each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time was, by virtue of the Merger and without any action on the part of Parent, Purchaser, Daegis or the holder thereof, converted into one share of common stock of the Surviving Corporation; and (iii) each Share owned by Parent or Daegis or by any wholly owned subsidiary of Parent (including Purchaser) or Daegis, in each case immediately prior to the Effective Time, was automatically canceled and ceased to exist without payment being made with respect to such Share. Under the Merger Agreement, each holder of a stock option immediately prior to the Effective Time became entitled to receive an amount of cash, without interest, equal to the product of (i) the total number of Shares subject to such stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option (with the aggregate amount of such payment to the holder rounded to the nearest cent), less applicable withholding taxes required to be withheld with respect to such exercise or payment, provided that no holder of a stock option that had an exercise price per Share that was equal to or greater than the Merger Consideration would be entitled to any payment with respect to such cancelled stock option before, at or after the Effective Time. In addition, pursuant to the Merger Agreement, Daegis took such actions that were necessary under Daegis 2001 Stock Option Plan and 2010 Stock Option Plan (collectively, the Company Stock Option Plans ) to: (i) terminate the Company Stock Option Plans, as of the Effective Time, and (ii) cancel, as of the Effective Time, each outstanding option to purchase shares of Daegis common stock granted under the Company Stock Option Plans or otherwise that was outstanding and unexercised, whether or not vested or exercisable, as of the Effective Time (in each case, without the creation of additional liability to Daegis or any subsidiary of Daegis). The Company s stock transfer books were closed effective on Monday, November 23, 2015 at the Effective Time. From and after the Effective Time, former holders of Shares are not entitled to vote their Shares for any purpose or to transfer their Shares and are not entitled to receive payments of dividends or other distributions on Shares payable to stockholders of record thereafter. 2

3 SURRENDER OF CERTIFICATES; PAYMENT PROCEDURES In order to obtain payment of the Merger Consideration for each Share held by you, you must deliver or mail the enclosed Letter of Transmittal, duly and properly completed and signed, together with the certificates representing such Shares, if any, and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, as paying agent ( Paying Agent ), at one of the addresses set forth in the enclosed Letter of Transmittal. Holders of Shares will not receive any payment for their Shares unless and until they deliver a Letter of Transmittal, properly completed and duly executed, to the Paying Agent, together with the certificates formerly representing their Shares, if any, and any other required documents as described in the enclosed Letter of Transmittal. No interest will be paid or will accrue on the amount of the Merger Consideration. The Paying Agent will be entitled to deduct and withhold, and pay to the appropriate taxing authorities, any applicable withholding taxes from the Merger Consideration. If you are unable to surrender your certificates because they have been lost, stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you will have to comply with the replacement requirements established by the Paying Agent. If your certificates formerly representing Shares have been lost, stolen or destroyed, you should contact the Paying Agent regarding the procedures you must follow to obtain the Merger Consideration. If the certificates are registered in the name of a person other than the person signing the Letter of Transmittal, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name of the registered owner appears on the certificates, and such stock powers must be guaranteed by a financial institution that is a member of a Securities Transfer Association-approved medallion program as described in the enclosed Letter of Transmittal. In addition, the person who surrenders such certificates must pay any transfer or other applicable taxes as described in the enclosed Letter of Transmittal. Please read and follow carefully the instructions contained in the Letter of Transmittal. The method of delivery of the Letter of Transmittal, certificates for Shares, if any, and all other required documents to the Paying Agent is at the election and risk of the transmitting stockholder. Nevertheless, in order to protect against loss, if delivery is made by mail, registered mail with return receipt requested, properly insured, is recommended. Additional copies of this Notice of Merger and the related Letter of Transmittal may be obtained from the Paying Agent, at its address set forth in the Letter of Transmittal. If you have any questions concerning the instructions for surrendering Shares, please call the Paying Agent s Shareholder Services Department at (877) or (718)

4 WHERE YOU CAN FIND MORE јnfоiматiоn For more information concerning the Offer, the Merger and Daegis, former stockholders of Daegis may wish to consult the Schedule 'fl (including the Offer to Purchase), the Schedule 14D.- 9, and other documents that Daegis has previously filed with the U.S. Securities and Exchange Commission (the "sec"), including the Form 10-Q and Finii II-K and other annual, quarterly and current reports, proxy statements and other information relating to its business, financial condition and other matters. Such reports, proxy statements and other information tiled by Daegis until it ceases being subject to the reporting requirements 0f the Securities Exchange Act of 1934, as amended, should be available for inspection at the public reference room at the SEC's office at lii F Ѕtreet, NE, Washington, DC Copies may be obtained by mail, upon payment of the SEC's customary charges, by writing to its principal office at lii F Street, NE, Washington, DC Further information on the operation 0f the SEC's Public Reference Room in Washington. DC can he obtained by calling the SEC at l -800-SEC Former stockholders of the Company may also obtain a free copy of these documents at the website maintained by the SEC at The Schedule TO (including the Offer to Purchase) and Schedule 14D-9 may also be inspected and copies obtained as described above in this paragraph, DAEGIS INC. By: Name: Title: «е44-с'# ;, [Signature Page 'o the Notice of Merger]

5 The Letter of Transmittal, certificates for Shares and any other required documents should be sent by each former stockholder of the Company or such stockholder s broker, dealer, commercial bank, trust company or other nominee to the Paying Agent as follows: The Paying Agent for the Merger is: If delivering by mail: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York If delivering by hand or courier: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department th Avenue Brooklyn, New York For assistance call (877) or (718)