Equity Research INITIATING COVERAGE OPENTEXT CORP. OTC-T / OTEX-US, C$73.44 / $69.43 July 08, 2013 Rating: BUY Target Price: $87.00 Market Capitalization: $4,303.3M Risk Profile: MEDIUM TECHNOLOGY SOFTWARE Ralph Garcea, P.Eng, MBA Analyst 647.776.1762 ralphg@globalmci.com Anuj Nijhawan Associate 647.776.1764 anujn@globalmci.com COMPANY PROFILE OpenText develops and markets enterprise software that allows companies to organize and manage their content, collaborate with business partners, and address regulatory and business requirements associated with information management. The Company's enterprise information management (EIM) solutions are based on five portfolios of product offerings: enterprise content management (ECM), business process management (BPM), customer experience management (CEM), information exchange (ix) and Discovery. OpenText has ~5,200 employees and 31 country offices supporting products in 141 countries, with its global headquarters in Waterloo, Ontario, Canada. Source: BigCharts.com Financial Summary Last Price $69.43 Price Target $87.00, (+27.0%) Div/ Yield $1.20/1.7% 52-week Range $44.67 - $73.77 S/O Basic (M) 58.6 S/O F/D (M) 59.1 Market Float (%) 98.1 Market Cap (M) $4,068.3 Net Debt (M) $126.6 Enterprise Value (M) $4,194.9 Avg. Weekly Vol. (M) 1.13 Fiscal YE 30-Jun FOCUSING ON THE DEEP WEB INVESTMENT THESIS OpenText (or the Company ) is an enterprise software company with a leading position in the Enterprise Information Management (EIM) market, which is expected to grow at a compound annual growth rate (CAGR) of 10%, from $13.2B in C2012 to $19.3B in C2016. According to consulting firm BrightPlanet, only 4% of Web content (~8B pages) is available via public search engines; the remaining 96% is on Deep Web sites behind the corporate firewall. With the growth of unstructured data in organizations, the need to manage content across multiple platforms and cloud services, and the increase in compliance-driven requirements, OpenText has developed industryspecific solutions that are critical for its Fortune 1000 clients. Being the largest independent Enterprise Content Management (ECM) vendor, we believe the Company is well positioned in the segment and continues to win market share from the larger competitors. FINANCIAL REVIEW OpenText s revenue has grown at a CAGR of 15.2% from F2007-2012, EBITDA at 19.2%, and adj. EPS at 25.9%. We forecast F2013 (year ending June 30, 2013) revenue of $1.38B and EPS of $2.38. At the end of FQ313, OpenText had ~$573M in debt and ~$446M in cash on the balance sheet. VALUATION On a CY14E basis, OpenText trades at an EV/Sales multiple of 2.7x and an EV/EBITDA multiple of 8.9x versus industry comparables at 3.7x and 12.3x, respectively. UPCOMING CATALYSTS NEAR TERM: Growth from cloud-based offerings; FQ413 license revenue growth. LONG TERM: Acquisitions to grow the customer base and enhance product offerings; Increasing the dividend. We are initiating coverage of OpenText with a BUY recommendation and a 12-month target price of $87.00 per share, providing a 27% upside to our target. Given the Company s strong balance sheet, diverse customer base, and growing maintenance revenue, we rate the risk profile as MEDIUM. Forecasts F2011 F2012 F2013E F2014E F2015E Revenue ($M) $1,033.3 $1,207.5 $1,377.2 $1,529.3 $1,710.1 EBITDA ($M) $295.3 $333.4 $397.3 $398.9 $445.9 EPS (FD) $2.11 $2.13 $2.38 $2.83 $4.61 Adj EPS (FD) $4.02 $4.61 $5.38 $5.59 $6.05 CFPS $4.21 $3.89 $5.86 $6.19 $6.77 P/E 17.3x 15.0x 12.9x 12.4x 11.5x EV/Sales 4.1x 3.5x 3.0x 2.7x 2.5x EV/EBITDA 14.2x 12.6x 10.6x 10.5x 9.4x See back page for analyst certification and disclosures All figures in US$ unless otherwise noted.
TABLE OF CONTENTS INVESTMENT THESIS... 3 COMPANY OVERVIEW... 3 GLOBAL EIM AND ECM MARKETS... 4 PRODUCT OVERVIEW AND GO-TO-MARKET STRATEGY... 6 FINANCIAL REVIEW... 10 VALUATION... 14 RISKS... 16 APPENDIX A KEY HISTORICAL DEVELOPMENTS... 17 APPENDIX B FINANCIALS... 18 APPENDIX C MANAGEMENT AND BOARD OF DIRECTORS... 21 RESEARCH DISCLOSURES... 23 2
INVESTMENT THESIS OpenText is an enterprise software company with a leading position in the EIM market, which is expected to grow at a CAGR of 10% from $13.2B in C2012 to $19.3B in C2016. According to BrightPlanet, only 4% of Web content (~8B pages) is available via public search engines; the remaining 96% is on Deep Web sites behind the corporate firewall. With the growth of unstructured data in organizations, the need to manage content across multiple platforms and cloud services, and the increase in compliance-driven requirements, OpenText has developed industry-specific solutions that are critical for its Fortune 1000 clients. OpenText has a strong relationship with SAP AG (SAP-US; Not Rated), which drives over 10% of the Company s license revenue. In addition, OpenText has growing practices within IT services providers such as Accenture (ACN-US; Not Rated), CGI (post acquisition of Logica) (GIB A-T, $30.99; Strong Buy; PT $43.00), Deloitte (Private) and Capgemini (CAP-FP; Not Rated). Being the largest independent ECM vendor, we believe the Company is well positioned in the segment and continues to win market share from the larger competitors. The Easylink acquisition, which was completed in May 2012, has provided OpenText with strong capabilities in cloud services. OpenText now has over 25,000 cloud customers, with 1.5M+ users generating 2B+ transactions per year. The Company s cloud revenue is running at $45-50M per quarter. OpenText is scheduled to report FQ413 results on August 15, 2013. We are looking for revenue of $361.2M (Cons: $360.6M), license revenue of $74M (Cons: $70-85M), adj. EBITDA of $92M (Cons: $106.2M) and adj. EPS of $1.48 (Cons: $1.42). Our positive outlook on OpenText is not based on FQ413 results, but rather on the long-term outlook for license growth in maintenance revenue from $665M in F2013 to $763M at the end of F2014. Maintenance revenue of $700M+ per year provides solid valuation support. Past acquisitions in the enterprise software market have been at multiples of 7-10x EV/maintenance revenue, which yields to takeout values of $80-115 per share. We are initiating coverage of OpenText with a BUY recommendation and a 12-month target price of $87.00 per share, providing a 27% upside to our target. Given the Company s strong balance sheet, diverse customer base, and growing maintenance revenue, we rate the risk profile as MEDIUM. COMPANY OVERVIEW OpenText Corporation develops, markets, and sells EIM software products and services, which allows its customers to organize and manage their content, collaborate with business partners, and address regulatory and business requirements associated with information management. OpenText s EIM solutions are based on five portfolios of product offerings, categorized as Enterprise Content Management (ECM), Business Process Management (BPM), Customer Experience Management (CEM), Information Exchange (ix) and Discovery. OpenText has ~5,200 employees and 31 country offices supporting products in 141 countries, with its global headquarters in Waterloo, Ontario, Canada. 3
GLOBAL EIM AND ECM MARKETS EIM MARKET Based on a report by Ovum, the global information management software market is expected to reach revenue of $37.4B in C2015, a CAGR of 10% from the $25.5B in C2011. This increase is being driven by shrinking business cycles, increasing process and quality control issues brought about by globalisation, and the fact that most organisations have by now extracted the benefits of Enterprise Resource Planning (ERP) implementations. Source: Association for Information and Image Management (AIIM) EXHIBIT 1 EIM MARKET SIZE AND PRODUCTS Source: Company reports, Gartner Market Trends, Gartner Magic Quadrant for Web Content Management 4
ECM MARKET ECM comprises the strategies, methods and tools used to capture, manage, store, preserve, and deliver content and documents related to organizational processes. ECM tools and strategies allow for the management of an organization s unstructured information, wherever that information exists. The global ECM market has also been witnessing an increased adoption of ECM in small- and medium-sized enterprises (SMEs). The ECM market is expected to grow from $5.1B in C2013 to over $9.3B in C2017, an average annual growth rate of 16% over the next four years. Growth in ECM solutions is being driven by the increase in content across the organization related to multiple platforms including mobile, enhanced levels of collaboration, and the increased business need to deliver analytics and business intelligence from information across an organization. Source: Enterprise Content Management Market, 2013-2017 Executive Summary, The Radicati Group Inc., TechNavio EXHIBIT 2 ECM SOLUTIONS REVENUE FORECAST, C2013-C2017 $12,000 $10,000 $9,322 in $M $8,000 $6,000 $5,110 $5,774 $6,640 $7,769 $4,000 $2,000 $- 2013 2014 2015 2016 2017 Source: Enterprise Content Management Market, 2013-2017 Executive Summary, The Radicati Group Inc. 5
PRODUCT OVERVIEW AND GO-TO-MARKET STRATEGY OpenText derives its revenue from licenses, support, cloud services, and professional services related to its EIM product offerings. It markets its offerings through a number of direct sales channels and its strategic alliances with Value Added Resellers (VARs) and Systems Integrators. OpenText s strategic alliance with SAP has been pivotal and drives ~10% of its license revenue. The Company has a large number of Fortune 1000 clients in Government, Energy, Pharmaceutical, Financial, Transportation, Manufacturing, Legal, Media, Food, and Insurance industry verticals. EXHIBIT 3 OPEN TEXT GROWTH STRATEGY Source: Company report The Company s products are highly regarded in the industry and utilized by a number of Fortune 500 clients. Gartner noted OpenText as a leader for ECM software in 2012 and a leader within Business Process Management Suites in 2011. Forrester also declared OpenText as a leader with a strong product offering and strong strategy in its 2011 Enterprise Content Management benchmark. EXHIBIT 4 OPENTEXT EIM SOLUTION OFFERINGS OpenText s Solution Offerings Electronic Content Management (ECM) is an integrated set of technologies that manage information throughout its lifecycle and improve business productivity, all while mitigating the risk and controlling the costs of growing volumes of content. Business Process Management (BPM) encompasses a full range of offerings that empower employees, customers, and partners with the processes and information required to produce signature experiences and significant business results. Customer Experience Management (CEM) is a set of technologies that help organizations exceed customer expectations, reach new markets, and provide superior experiences across all digital touch points. Information Exchange is a set of offerings that facilitate efficient, secure, and compliant exchange of information inside and outside of the enterprise. Discovery solutions organize and visualize all relevant enterprise information to make it possible for business users to quickly find answers to questions and optimize the business impact of their decisions. Source: Company website 6
OpenText has also completed a number of acquisitions in the past (spent over $1B), which it has utilized to strengthen its product/solution offering. EXHIBIT 5 OPENTEXT ACQUISITIONS Date Target Product Value incl. Net Debt ($M) January 09, 2003 Eloquent Inc Sales effectiveness solutions (LaunchForce ) - February 26, 2003 Corechange Inc Enterprise portal software for intranets - August 27, 2003 Gauss Interprise AG WCM for invoicing, ordering, and insurance claims $14.3 October 21, 2003 ixos Software AG Business optimization and email/file system archiving $198.8 October 28, 2003 SER egovernment Deutschland German process-oriented document management - August 03, 2004 Artesia Technologies Inc Digital Asset Management (DAM) - August 31, 2004 Quest-Vista Plus Product Suite Vista Plus product suite carve-out $24.0 February 11, 2005 Optura Inc Business process optimization software $3.7 July 05, 2006 Hummingbird Ltd ECM solutions for U.S. government and legal companies $363.2 March 02, 2007 Momentum Systems Inc ECM solutions for U.S. government agencies $4.0 July 01, 2008 Spicer Corp-Division File format viewing solutions for ECM $11.7 July 02, 2008 emotion Inc Enterprise marketing asset management $5.0 September 04, 2008 Captaris Inc Enterprise Content Management (ECM) for fax and.net $107.2 April 08, 2009 Vizible Corp 3D internet content transformation - May 06, 2009 Vignette Corp Web content management (WCM) $160.9 February 22, 2010 Nstein Technologies Inc Content and WCM solutions using semantic and text analysis $31.8 Aptil 26, 2010 Burntsand Inc ECM consulting and technology services $6.6 November 27, 2010 StreamServe Inc Business Communicaation solutions $71.0 February 02, 2011 Metastorm Inc BPM, BPA & EA software $182.0 March 08, 2011 wecomm Ltd Mobile apps - July 13, 2011 Global 360 Inc Process and case management solutions $260.0 September 06, 2011 Operitel Corp Learning portal solutions - May 01, 2012 EasyLink Services Intl Corp Cloud-based electronic messaging & business integration $307.7 March 06, 2013 Resonate KT Ltd Data visualization software - $1,751.9 Source: Thomson One 7
COMPETITORS OpenText has a number of large and small competitors that offer products in ECM. Gartner s Electronic Content Management Magic Quadrant leaders include EMC (EMC-US; Not Rated), Hyland Software (Private), IBM (IBM-US; Not Rated), Microsoft (MSFT-US; Not Rated), Oracle (ORCL-US; Not Rated), and OpenText. Being the largest independent ECM vendor, we believe the Company is well positioned in the segment and continues to win market share from the larger competitors. EXHIBIT 6 LEADERS BUY FROM LEADERS Gartner Magic Quadrant ECM Forrester Wave : BPM Suites, Q113 Source: Gartner, Forrester Research Hewlett Packard (HPQ-US; Not Rated) Hewlett Packard provides products, technologies, software, solutions and services. Autonomy, a subsidiary of Hewlett Packard acquired in C2011 for ~$10.2B, develops enterprise search and knowledge management software. Autonomy has over 65,000 customers worldwide, ~400 OEM partners, and over 400 VARs and Integrators. Oracle Corporation Oracle provides enterprise software and computer hardware products and services. Oracle s software business consists of two segments: new software licenses and software license updates and product support. Oracle s WebCenter Content is its content management platform. The company acquired Stellent in C2006 for ~$351M. At the time, Stellent had trailing twelve month (TTM) revenue in excess of $130M and over 4,700 customers worldwide. We note that since the acquisition, Oracle has integrated the Stellent assets into the Oracle Fusion Middleware line of products and Oracle Universal Content Management (UCM). EMC EMC develops, delivers and supports information infrastructure and virtual infrastructure technologies, solutions and services. EMC s Information Infrastructure provides a foundation for organizations to store, manage, protect, analyze, and secure data. EMC s Information Infrastructure business consists of three segments: Information Storage, Information Intelligence, and RSA Information Security. EMC reported F2012 revenue of $31.7B and EPS of $1.24. EMC s Information Intelligence 8
group reported revenue of $640.2M. EMC s Information Intelligence portfolio is composed of EMC Documentum xcp for building dynamic business and case management solutions, EMC Captiva for intelligent enterprise capture, EMC Document Sciences for customer communications management, EMC SourceOne Kazeon for ediscovery, the EMC Documentum platform for creating, managing and deploying business applications and solutions, and the EMC OnDemand private cloud deployment model for enterprise-class applications. EMC acquired Documentum in C2003 for $1.4B. Adobe Systems (ADBE-US; Not Rated) Adobe is a diversified software company offering a line of software and services. Adobe s core web content management offering, CQ 5.5, sits on top of an open, standards-based composite content application platform. A core component of this platform is an integrated Java Content Repository. Adobe s primary offerings in this market are Web Experience Management (WEM) Basic and WEM Standard both integrate with the company s digital marketing services, such as SiteCatalyst, Test&Target, Scene7, Search&Promote and Insight. Microsoft Corporation Microsoft is engaged in developing, licensing and supporting software products and services. Its products include operating systems for personal computers (PCs), servers, phones, and other intelligent devices; server applications for distributed computing environments; productivity applications; business solution applications; and desktop and server management tools. Microsoft s collaboration product, Sharepoint, may be considered an indirect competitor. A number of competing open source ECM and web content management products as well as small vendors catering to SMEs are direct and indirect competitors to OpenText. Some of these include: Alfresco (www.alfresco.com) Alfresco is an open source platform for business critical document management and collaboration. Alfresco has over 7M users in 75 countries, managing over 4B documents, files and processes. Automattic (WordPress) (www.wordpress.com) WordPress is a popular open-source blogging platform that also has a broad range of Web Content Management capabilities. It is a PHP-based platform and available under the GNU General Public License version 2 (or later). Bricolage (www.bricolagecms.org) Bricolage offers an open source CMS with workflow and permissions for creating, managing, and publishing documents. Hippo (www.onehippo.com) Hippo CMS is based on open source technology but is backed by a vendor that supports enterprise deployments. Hippo CMS provides WCM functions with personalization. Kentico Software (www.kentico.com) Kentico CMS 6 is based on.net and offers capabilities for social networking, e-commerce, collaboration and online marketing, in addition to core WCM. Source: Gartner, Bloomberg, Company reports, Thomson 9
FINANCIAL REVIEW On April 24, 2013, OpenText reported FQ313 revenue of $337.7M (+16% yoy) and adj. EPS of $1.26. At the end of FQ313, the Company had $446.9M in cash, with total debt of $573.5M. REVENUE MIX OpenText s revenue by business segment for FQ313 was as follows: Licenses (20.4%), Customer Support (49.3%), Services (17.1%), and Cloud (13.2%). The Company derives ~50%+ of its total revenue from the Americas and the remaining from EMEA and Asia Pacific. For FQ313, revenue by geography was as follows: Americas (53%), EMEA (37%), and Asia Pacific (10%). EXHIBIT 7 REVENUE MIX AND EBITDA MARGIN Revenue ($M) 350 300 250 200 150 100 50 0 Licenses Customer Support Services EBITDA Margin 35% 30% 25% 20% 15% 10% 5% 0% EBITDA (%) FQ109 FQ210 FQ310 FQ410 FQ111 FQ211 FQ311 FQ411 FQ112 FQ212 FQ312 FQ412 F2012 Licenses Customer Support Services Licenses Services FQ313 Customer Support Cloud 21.3% 24.3% 13.2% 20.4% 17.1% 54.4% 49.3% Source: Company reports, GMCI 10
For FQ313, license revenue was $69M (+13% yoy) with new users accounting for 39% and partners contributing 47%. The average deal size (for contracts >$75K) was $297K with eight deals at >$1M (versus one yoy) and 13 deals between $500K and $1M (versus 11 yoy). EXHIBIT 8 LICENSE REVENUE AND GROWTH 100,000 License Revenue qoq License Revenue Growth 100% 90,000 80% 80,000 70,000 60% $ (in ' 000s) 60,000 50,000 40% 20% 40,000 0% 30,000 20,000-20% 10,000-40% 0-60% FQ110 FQ210 FQ310 FQ410 FQ111 FQ211 FQ311 FQ411 FQ112 FQ212 FQ312 FQ412 FQ113 FQ213 FQ313 Source: Company reports, GMCI EXHIBIT 9 OPENTEXT DEAL SIZE 25 Deals b/w $500K-$1M Deals over $1M Number of deals 20 15 10 5 0 FQ109 FQ209 FQ309 FQ409 FQ110 FQ210 FQ310 FQ410 FQ111 FQ211 FQ311 FQ411 FQ112 FQ212 FQ312 FQ412 FQ113 FQ213 FQ313 Source: Company reports, GMCI 11
Maintenance revenue of $700M+ per year provides solid valuation support. Past acquisitions in the enterprise software market have been at multiples of 7-10x EV/maintenance revenue, which yields to takeout values of $80-115 per share. EXHIBIT 10 DEFERRED AND MAINTENANCE REVENUE 350 300 250 Deferred Rev Maintenance Rev ($M) 200 150 100 50 0 FQ309 FQ409 FQ110 FQ210 FQ310 FQ410 FQ111 FQ211 FQ311 FQ411 FQ112 FQ212 FQ312 FQ412 FQ113 FQ213 FQ313 Source: Company reports, GMCI For FQ313, OpenText generated $116.8M in cash flow from operations (CFOPS) (+21% yoy). EXHIBIT 11 CASH AND CASHFLOW 600 Cash CFOPS 140 500 120 Cash ($M) 400 300 200 100 100 80 60 40 20 CFOPS ($M) 0 0 FQ208 FQ309 FQ409 FQ110 FQ210 FQ310 FQ410 FQ111 FQ211 FQ311 FQ411 FQ112 FQ212 FQ312 FQ412 FQ113 FQ213 FQ313 FQ413E Source: Company reports, GMCI 12
DEBT OpenText s credit facility consists of a $600M term loan facility (five-year term, floating interest rate of LIBOR plus 2.5%, repayments made under term loan are 1.25% of original principal amount for the first 2 years, 1.88% for years 3 and 4, and 2.5% for year 5, and a $100M committed revolving credit facility secured by a first charge over the Company s assets). At the end of FQ313, OpenText was in compliance with all covenants relating to the credit facility. At the end of FQ313, OpenText had ~$574M in debt and ~$44M in cash and cash equivalents. EXHIBIT 12 DEBT AND CASHFLOW 700 Debt CFOPS 140 600 120 500 100 Cash ($M) 400 300 200 100 0 80 60 40 20 0 CFOPS ($M) FQ208 FQ309 FQ409 FQ110 FQ210 FQ310 FQ410 FQ111 FQ211 FQ311 FQ411 FQ112 FQ212 FQ312 FQ412 FQ113 FQ213 FQ313 FQ413E FQ114E FQ214E FQ314E FQ414E Source: Company reports, GMCI PENSION LIABILITY As of December 31, 2012, the Company s pension plan obligation was $25.7M, of which $0.6M is payable within the next 12 months. FQ413 RESULTS OpenText is scheduled to report FQ413 results on July 31, 2013. We are looking for revenue of $361.2M (Cons: $360.6M), license revenue of $74M (Cons: $70-85M), adj. EBITDA of $92M (Cons: $106.2M) and adj. EPS of $1.48 (Cons: $1.42). Our positive outlook on OpenText is not based on FQ413 results, but rather on the long-term outlook for license growth with maintenance revenue from $665M in F2013 to $763M at the end of F2014. 13
VALUATION We value OpenText at $87.00/share using a Discounted Cash Flow (DCF) model in which we forecast F2012-F2017E CAGR of 12.8% for revenue and 11.8% for EBITDA. EXHIBIT 13 DCF ANALYSIS Open Text Corp. 2010 F2011 F2012 F2013E F2014E F2015E F2016E F2017E CAGR Discounted Cash Flow Analysis Jun-10 Jun-11 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 F12-F17E Revenue ($) 912,023 1,033,303 1,207,473 1,377,237 1,529,285 1,710,108 1,940,330 2,205,892 12.8% Revenue Growth 16.1% 13.3% 16.9% 14.1% 11.0% 11.8% 13.5% 13.7% EBITDA ($) 265,083 295,311 333,368 397,287 398,909 445,882 510,032 581,386 11.8% EBITDA Growth 29.3% 11.4% 12.9% 19.2% 0.4% 11.8% 14.4% 14.0% EBITDA Margin 29.1% 28.6% 27.6% 28.8% 26.1% 26.1% 26.3% 26.4% Amortization ($) 113,837 129,130 162,607 190,933 182,852 112,568 76,682 67,976 EBIT ($) 151,246 166,181 170,761 206,355 216,057 333,314 433,350 513,410 NOPAT 149,015 154,320 157,463 164,156 183,766 286,650 372,681 441,533 Less Capital Expenditures ($) -19,314-36,662-25,828-21,210-27,527-27,686-40,284-46,324 adj. EPS 3.10 4.02 4.61 5.38 5.59 6.04 6.97 7.97 Unlevered Free Cash Flow ($) 240,852 224,594 332,531 302,521 395,528 408,656 455,311 518,748 PV of Unlevered FCFs ($) 272,399 366,549 303,153 360,323 338,439 342,708 354,960 Valuation Assumptions: Discount Rate 10.0% Terminal Multiple 7.00x Valuation Analysis: Current 1-Yr Target 2-Yr Target Total PV of FCFs ($) 1,472,218 1,236,221 944,581 Terminal Value ($) 4,069,702 4,069,702 4,069,702 PV of Terminal Value ($) 3,370,424 3,707,466 4,078,213 Net (cash) debt position 126,564-212,647-610,063 Total Value ($) 4,716,078 5,156,334 5,632,857 DCF Value/Share $79.83 $87.28 $95.35 Fully Diluted Shares O/S 59,077 59,077 59,077 Source: Company reports, GMCI estimates Our DCF is based on a discount rate of 10% and terminal multiple of 7.0x. EXHIBIT 14 SENSITIVITY ANALYSIS Terminal EV/EBITDA Multiplier $87.28 5.00 6.00 7.00 8.00 9.00 10.00 4.0% 74.21 83.68 93.15 102.62 112.09 121.56 6.0% 72.51 81.80 91.10 100.40 109.69 118.99 WACC 8.0% 70.89 80.02 89.15 98.27 107.40 116.53 10.0% 69.35 78.32 87.28 96.25 105.21 114.18 12.0% 67.88 76.69 85.50 94.31 103.12 111.93 14.0% 66.48 75.14 83.80 92.45 101.11 109.77 Source: GMCI 14
EXHIBIT 15 GLOBAL SOFTWARE COMPARABLES Local Price Div. Mkt. Cap. Revenue (USD) P/E EV/Sales EV/EBITDA GLOBAL SOFTWARE Ticker 05-Jul Target Yield (US$M) C13E C14E C13E C14E C13E C14E C13E C14E Opentext Corp OTC-T 73.44 87.00 1.6% 3,945 1,395 1,524 12.2 11.2 2.9 2.7 9.6 8.9 Microsoft Corp MSFT-US 34.21 35.32 2.7% 285,691 81,844 87,472 11.8 10.7 2.8 2.6 6.8 6.2 Oracle Corp ORCL-US 31.19 36.03 1.5% 146,925 38,375 40,216 11.2 10.2 3.5 3.3 7.0 6.6 Sap Ag SAP-XE 54.50 64.62 1.6% 85,931 22,847 24,807 16.0 14.2 3.8 3.5 11.1 9.8 Vmware Inc VMW-N 66.51 88.83-28,478 5,175 5,935 20.3 17.7 4.6 4.0 11.8 10.3 Adobe Systems Inc ADBE-US 47.00 48.76-23,606 4,134 4,486 32.1 26.7 5.1 4.7 17.7 15.4 Salesforce.com Inc CRM-N 38.94 48.76-22,972 3,859 4,886 NMF NMF 5.8 4.6 35.5 28.0 Symantec Corp SYMC-US 23.02 26.39 2.6% 16,037 6,946 7,137 12.5 11.2 2.1 2.0 6.0 5.5 Dassault Systemes Sa DSY-FR 96.80 91.13 0.8% 15,670 2,788 3,035 25.8 23.3 5.0 4.5 14.7 13.1 Ca Inc CA-US 28.26 26.40 3.5% 12,800 4,510 4,520 10.2 10.7 2.5 2.5 6.7 6.7 Citrix Systems Inc CTXS-US 63.36 75.67-11,856 2,963 3,345 20.5 18.0 3.8 3.3 12.1 10.8 Red Hat Inc RHT-US 48.34 57.57-9,150 1,495 1,710 36.7 31.4 5.5 4.8 19.4 16.7 Autodesk Inc ADSK-US 34.16 40.47-7,679 2,367 2,543 17.4 15.2 2.7 2.5 9.1 8.2 Netsuite Inc N-N 94.74 81.75-6,990 408 519 NMF NMF NMF 13.1 NMF NMF Ansys Inc ANSS-US 74.50 78.36-6,944 865 954 24.8 22.6 7.3 6.6 14.1 12.9 Verisign Inc VRSN-US 45.47 47.05-6,854 956 1,017 20.2 18.1 6.3 5.9 9.9 9.2 Bmc Software Inc BMC-US 45.34 46.38-6,528 2,280 2,374 12.2 11.3 2.8 2.7 7.6 7.1 The Sage Group Plc SGE-LN 357.60 336.04 3.0% 5,892 2,068 2,118 15.5 14.2 3.0 2.9 10.2 9.8 Concur Technologies Inc CNQR-US 83.78 78.56-4,678 573 708 NMF NMF 7.8 6.3 35.9 29.8 Informatica Corp INFA-US 36.45 38.75-3,939 913 1,022 25.9 22.2 3.7 3.3 12.9 12.0 Tibco Software Inc TIBX-US 22.12 24.27-3,621 1,061 1,163 22.3 18.0 3.2 2.9 12.4 10.8 Ptc Inc PMTC-US 25.82 27.50-3,089 1,328 1,422 14.3 12.5 2.4 2.2 9.5 8.4 Qlik Technologies Inc QLIK-US 29.28 32.28-2,548 478 573 NMF 48.3 4.9 4.1 39.8 28.6 Software Ag SOW-XE 22.79 31.16 2.0% 2,542 1,367 1,458 10.9 9.9 1.8 1.7 6.9 6.3 Compuware Corp CPWR-US 10.65 12.50 4.7% 2,273 983 1,068 31.8 20.3 2.2 2.1 12.2 NMF Manhattan Associates Inc MANH-US 83.21 72.50-1,619 413 452 25.6 23.0 NM 3.3 14.3 12.5 Progress Software Corp PRGS-US 24.24 25.20-1,337 334 344 20.4 NMF 3.2 3.1 10.0 8.6 Pegasystems Inc PEGA-US 33.70 32.50 0.4% 1,278 504 556 26.2 22.6 2.2 2.0 13.8 11.9 Microstrategy Inc MSTR-US 89.74 107.57-1,214 581 638 55.0 29.1 1.5 1.4 19.7 13.1 Websense Inc WBSN-US 24.72 15.85-906 357 371 28.7 24.5 2.5 2.4 18.3 15.1 Source: Thomson One except for OTC-T (GMCI target) EXHIBIT 16 CANADIAN TECHNOLOGY DIVIDEND COMPARABLES Mean excl. OTC-T 21.9x 19.4x 3.8x 3.7x 14.5x 12.3x Mean 21.6x 19.1x 3.7x 3.7x 14.3x 12.2x Median 20.3x 18.0x 3.2x 3.2x 12.1x 10.6x CANADIAN TECH DIVIDEND Local Price Div. Mkt. Cap. Revenue (USD) P/E EV/Sales EV/EBITDA Ticker 05-Jul Target Yield (US$M) C13E C14E C13E C14E C13E C14E C13E C14E Opentext Corp OTC-T 73.44 87.00 1.6% 3,945 1,395 1,524 12.2 11.2 2.9 2.7 9.6 8.9 Constellation Software Inc CSU-T 145.62 139.96 2.7% 2,915 1,110 1,281 17.4 13.9 2.7 2.3 14.6 11.6 Macdonald Dettwiler And Associates Ltd MDA-T 69.20 78.61 1.9% 2,354 1,834 2,003 12.9 11.1 1.6 1.5 9.2 8.3 Evertz Technologies Ltd ET-T 14.59 15.40 4.4% 1,015 312 333 16.5 15.4 2.5 2.4 8.6 8.3 Computer Modelling Group Ltd CMG-T 23.29 25.72 3.1% 893 75 87 30.4 26.3 11.1 9.6 20.0 17.0 Enghouse Systems Ltd ESL-T 25.00 29.40 1.3% 613 176 200 28.8 26.9 3.0 2.5 12.2 10.8 Wilan Inc WIN-T 4.90 5.25 3.3% 561 85 129 29.1 8.3 4.7 3.1 20.5 6.0 Mediagrif Interactive Technologies Inc MDF-T 20.30 23.08 2.0% 304 70 78 17.8 15.8 4.1 3.7 9.7 8.5 Absolute Software Corp ABT-T 6.79 7.97 2.9% 269 86 98 NMF 34.9 2.6 2.2 16.8 12.8 Aastra Technologies Ltd AAH-T 19.60 18.94 4.1% 214 560 560 18.1 12.1 0.2 0.2 3.1 2.6 Calian Technologies Ltd CTY-T 19.10 22.00 5.9% 136 235 240 11.2 11.0 0.5 0.5 6.6 6.3 C-com Satellite Systems Inc CMI-V 1.28 N/A 3.1% 42 16 20 16.0 14.2 2.0 1.6 11.1 8.9 Mean excl. OTC-T 19.8x 17.3x 3.2x 2.7x 12.0x 9.2x Mean 19.1x 16.8x 3.2x 2.7x 11.8x 9.2x Median 17.4x 14.1x 2.6x 2.4x 10.4x 8.7x Source: Thomson One except for OTC-T and WIN-T (GMCI targets) 15
RISKS OpenText is an enterprise software company and is exposed to risks, from product development to acquisition integration and quarterly volatility in currencies and license revenue. CURRENCY RISKS OpenText reports its financials in US$ but collects revenues and incurs operating expenses in a number of currencies given its international operations. A substantial portion of the Company s cash and cash equivalents is held in currencies other than the US$, thus, currency fluctuations can negatively or positively impact financials. As of December 31, 2012, ~46% of the Company s total cash and cash equivalents were in currencies other than the US$. COMPETITION RISKS There are a number of large public (EMC, IBM, ORCL, MSFT), small and upcoming companies that develop software products similar to OpenText. The smaller companies, backed by venture capitalists at times, can pose competitive threats to OpenText and its leading position in the market. LICENSE REVENUE RISK Given that license revenue is an important value driver, longer sales cycles, end of quarter delays, and quarterly linearity can create situations where large license deals are pushed into future quarters, which may have a negative impact on OpenText s share price. SHORT INTEREST The Company has historically had a high short interest tied to its acquisition strategy since C2004. The Street s concern about integration risk and quarterly license sales volatility has kept the short interest at a stubbornly high level. As of June 14, 2013, the short interest was 8.9M shares (or ~15.1% of the shares outstanding). EXHIBIT 17 SHORT INTEREST VERSUS SHARE PRICE 20,000,000 Short Interest Price 80 Short Interest 18,000,000 16,000,000 14,000,000 12,000,000 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000 70 60 50 40 30 20 10 Share Price ($) 0 06/13/2003 12/15/2003 06/15/2004 12/15/2004 06/15/2005 12/15/2005 06/15/2006 12/15/2006 06/15/2007 10/31/2007 01/31/2008 04/30/2008 07/31/2008 10/31/2008 01/30/2009 04/30/2009 07/31/2009 10/30/2009 01/29/2010 04/30/2010 07/30/2010 10/29/2010 01/31/2011 04/29/2011 07/29/2011 10/31/2011 01/31/2012 04/30/2012 07/31/2012 10/31/2012 01/31/2013 04/30/2013 0 Source: Bloomberg, GMCI 16
APPENDIX A KEY HISTORICAL DEVELOPMENTS OTC-T / OTEX-US $80.00 Close Price, Daily 200-Day MA 9.0 $70.00 U 8.0 $60.00 T V W 7.0 Stock Price ($) $50.00 $40.00 $30.00 $20.00 $10.00 A B C D E G F H I J K L M N O P Q R S 6.0 5.0 4.0 3.0 2.0 1.0 Volume (M Shares) $0.00 0.0 Feb-96 Feb-97 Feb-98 Feb-99 Feb-00 Feb-01 Feb-02 Feb-03 Feb-04 Feb-05 Feb-06 Feb-07 Feb-08 Feb-09 Feb-10 Feb-11 Feb-12 Feb-13 Point Date Event A February 2, 1996 IPO listing on Nasdaq B April 30, 1998 IPO listing on TSX C October 1, 2000 OpenText makes take-over bid of all PC DOCS Group International common shares D September 1, 2002 OpenText acquires FirstClass Groupware for $19M E January 9, 2003 OpenText acquires Eloquent for $6.7M F February 27, 2003 OpenText acquires Corechange for $3.6M G August 27, 2003 OpenText acquires 75% of Gauss Interprise AG shares worth $11M H October 23, 2003 OpenText acquires 88% of lxos common shares I September 7, 2004 OpenText acquires Quest's Vista Plus product line for $24M J February 11, 2005 OpenText acquires Optura Inc. for $3.7M K August 7, 2006 OpenText acquires Hummingbird for $489M L March 7, 2007 OpenText acquires Momentum Systems Inc. for $4M M July 7, 2008 OpenText acquires Spicer Corp. for $11.7M N July 11, 2008 OpenText acquires emotion media management for $4.4M O September 4, 2008 OpenText acquires Captaris for $101M P July 21, 2009 OpenText acquires Vignette Corporation for $321.4M Q April 1, 2010 OpenText acquires Nstein Technologies Inc. for $40M R May 27, 2010 OpenText acquires Burnstand Inc. for $10.8M S October 27, 2010 OpenText acquires StreamServe Inc. for $70.5M T February 18, 2011 OpenText acquires Metastorm Inc. for $182M U March 15, 2011 OpenText acquires wecomm for $20.5M V July 13, 2011 OpenText acquires Global 360 Holding Corp. for $256.6M W May 1, 2012 OpenText acquires EasyLink for $307M Source: Company reports, Bloomberg 17
APPENDIX B FINANCIALS EXHIBIT 18 INCOME STATEMENT INCOME STATEMENT (YE Jun. 30) F2011 F2012 F2013E F2014E F2015E F2016E F2017E Revenues 1,033,303 1,207,473 1,377,237 1,529,285 1,710,108 1,940,330 2,205,892 Licenses 269,202 293,719 274,945 288,693 301,107 314,054 327,558 Customer Support 560,541 656,568 664,611 762,974 878,183 1,026,596 1,197,011 Services 203,560 257,186 252,208 290,292 334,126 387,252 443,403 Cloud - - 185,472 187,327 196,693 212,429 237,920 Cost of Revenues 341,020 418,018 501,538 569,976 584,409 631,292 706,145 Licenses 18,284 18,033 16,729 17,033 17,464 15,703 16,050 Customer Support 86,834 110,504 108,146 116,735 132,606 155,016 178,355 Services 167,854 204,909 196,970 233,685 267,635 305,542 349,845 Cloud - - 85,435 112,396 118,016 127,457 142,752 Amortization of acquired technology intangible assets 68,048 84,572 94,257 90,128 48,689 27,574 19,143 Gross Margin 692,283 789,455 875,699 959,309 1,125,699 1,309,038 1,499,747 Operating Expenses Research and Development 145,992 169,043 168,940 195,748 215,474 248,362 282,354 Sales and Marketing 232,332 274,544 289,637 333,965 377,934 426,873 483,090 General and Admininstration 86,696 97,072 114,092 120,814 135,099 151,346 172,060 Total Operating Expenses 465,020 540,659 572,670 650,527 728,506 826,581 937,504 EBITDA 295,311 333,368 397,287 398,909 445,882 510,032 581,386 EBIT 166,181 173,883 209,117 216,057 333,314 433,350 513,410 Depreciation and Amortization Depreciation 22,116 21,587 24,791 25,850 26,551 27,967 32,082 Amortization of Acq.Intangibles 38,966 53,326 69,122 66,875 37,328 21,140 16,750 Interest Revenue (2,565) 2,678 2,113 1,902 2,974 4,161 5,507 Interest Expense (15,368) (17,126) (17,263) (21,979) (20,699) (19,371) (17,995) Earnings from operations 148,248 159,435 193,967 195,980 315,588 418,140 500,922 Restructuring Costs 15,576 24,523 11,823 - - - - Other Expense (Income) - (833) 5,515 - - - - Earnings Before Tax 132,672 135,745 176,629 195,980 315,588 418,140 500,922 Provision for Tax 9,469 10,571 36,120 29,290 44,182 58,540 70,129 Net Income before minority interest and extraordinary items 123,203 125,174 140,509 166,690 271,406 359,600 430,793 Minority Interest - - - - - - - Net Income 123,203 125,174 140,509 166,690 271,406 359,600 430,793 Net Earnings per share: Basic 2.16 2.16 2.40 2.85 4.64 6.14 7.36 Diluted 2.11 2.13 2.38 2.82 4.60 6.09 7.30 Adjusted (FD) 4.02 4.61 5.38 5.59 6.04 6.97 7.97 Cash flow per share: Basic 4.30 3.94 5.91 6.24 6.83 7.72 8.79 Diluted 4.21 3.89 5.87 6.19 6.77 7.66 8.71 Weighted shares outstanding: Basic 57,077 57,892 58,530 58,530 58,530 58,530 58,530 Diluted 58,260 58,730 59,014 59,014 59,014 59,014 59,014 Source: Company reports, GMCI estimates 18
EXHIBIT 19 BALANCE SHEET BALANCE SHEET (YE Jun. 30) F2011 F2012 F2013E F2014E F2015E F2016E F2017E ASSETS Current Assets Cash and Equivalents 284,140 559,747 494,513 856,472 1,233,393 1,656,731 2,145,848 Accounts Receivable - Trade 154,568 163,664 200,649 222,585 248,692 281,932 320,306 Inventory - - - - - - - Income taxes recoverable 18,911 17,849 23,977 23,977 23,977 23,977 23,977 Prepaids and Other Assets 29,678 44,011 46,716 49,709 51,064 55,659 62,356 Deferred Tax Assets 27,861 4,003 15,727 15,727 15,727 15,727 15,727 Total Current Assets 515,158 789,274 781,581 1,168,470 1,572,853 2,034,027 2,568,213 Capital Assets 77,825 81,157 82,680 84,357 85,492 97,809 112,051 Goodwill 832,481 1,040,234 1,241,960 1,241,960 1,241,960 1,241,960 1,241,960 Deferred Tax Assets 42,737 80,226 141,501 141,501 141,501 141,501 141,501 Intangible Assets, net 344,995 312,563 355,354 198,351 112,334 63,620 27,726 Investment in marketable securities - - - - - - - Investment Tax Recoverable 44,819 48,447 11,840 11,841 11,841 11,841 11,841 Other Assets 74,348 92,392 80,126 80,126 80,126 80,126 80,126 Total Assets 1,932,363 2,444,293 2,695,042 2,926,607 3,246,108 3,670,884 4,183,418 Current liabilities Accounts Payable and Accrued Liabilities 126,249 131,734 172,277 183,674 199,136 220,453 248,244 Deferred Revenue 254,531 273,987 317,828 384,627 429,740 487,179 553,488 Deferred Tax Liabilities 624 1,612 1,188 1,188 1,188 1,188 1,188 Current portion of long-term debt 15,545 41,374 51,725 64,725 78,725 96,325 121,925 Income Tax Payable 18,424 27,806 6,323 6,323 6,323 6,323 6,323 Total Current Liabilities 415,373 476,513 549,341 640,537 715,112 811,468 931,168 Accrued liabilities 13,727 14,247 21,658 23,090 25,034 27,714 31,208 Pension Liability 18,478 22,074 24,429 24,429 24,429 24,429 24,429 Deferred revenues 11,466 12,653 15,891 17,629 19,696 22,329 25,368 Deferred tax liabilities 43,529 26,705 71,972 71,972 71,972 71,972 71,972 Long-term debt 282,033 555,000 513,750 468,751 422,751 370,751 310,751 Long term income tax payable 101,434 147,623 151,643 151,643 151,643 151,643 151,643 Deferred Credits 6,878 10,086 10,824 10,824 10,824 10,824 10,824 Long Term Liabilities 477,545 788,388 810,167 768,338 726,350 679,662 626,195 Total Liabilities 892,918 1,264,901 1,359,508 1,408,875 1,441,462 1,491,130 1,557,363 Minority Interest - - - - - - - Shareholders equity Share Capital 614,279 635,321 643,296 613,231 584,670 557,537 531,760 Warrants issued - - - - - - - Additional paid-in capital 74,301 95,026 100,036 145,609 189,678 232,319 273,604 Accumulated other comprehensive income 60,470 44,364 38,699 38,699 38,699 38,699 38,699 Retained Earnings (Deficit) 316,894 442,068 582,577 749,267 1,020,673 1,380,273 1,811,065 Total Equity 1,039,445 1,179,392 1,335,534 1,517,732 1,804,646 2,179,754 2,626,054 Total Liabilities and Equity 1,932,363 2,444,293 2,695,042 2,926,607 3,246,108 3,670,884 4,183,418 Source: Company reports, GMCI estimates 19
EXHIBIT 20 CASH FLOW STATEMENT CASH FLOW STATEMENT (YE Jun. 30) F2011 F2012 F2013E F2014E F2015E F2016E F2017E OPERATING ACTIVITIES Net Income (Loss) 123,203 125,174 140,509 166,690 271,406 359,600 430,793 Depreciation and amortization 129,130 162,607 190,933 182,852 112,568 76,682 67,976 Minority interest - - - - - - - Pension Accruals 552 543 692 - - - - Deferred taxes (17,779) (78,792) (7,362) - - - - Share-based compensation 11,308 18,097 14,030 15,508 15,508 15,508 15,508 Impairment of capital assets - 203 24 - - - - Amortization of debt issuance costs 1,359 1,703 1,591 - - - - Unrealized loss on financial instruments - - - - - - - Acquired in-process R&D - - - - - - - Employee Long term incentive plan - - - - - - - Excess Tax benefits on share based compensation (1,888) (2,723) (612) - - - - Gain on sale of available for sale securities 12 - - - - - - Accounts Receivable - Trade 200 5,319 (10,699) (21,936) (26,107) (33,240) (38,373) Inventory - - - - - - - Prepaids and Other Assets 1,833 (2,079) (990) (2,993) (1,355) (4,596) (6,696) Income tax (payable) recoverable 17,963 79,732 (14,907) - - - - Accounts Payable and Accrued Liabilities (21,197) (17,812) (51,851) 12,829 17,407 23,996 31,285 Deferred Revenue 10,738 (4,581) 42,549 68,537 47,180 60,072 69,348 Other assets and goodwill (2,559) 2,419 497 - - - - Cash Flow from Operations 223,221 266,490 314,304 421,487 436,607 498,022 569,840 Acquisition of capital assets (36,662) (25,828) (21,210) (27,527) (27,686) (40,284) (46,324) Additional purchase consideration for prior acquisitions (5,048) (1,113) (431) - - - - Purchase of other investments (668) (193) (738) - - - - Purchase of other businesses (246,076) (254,405) - - - - - Maturity of Investments 1,186 - - - - - - Business acquisition cost - - (334,697) - - - - Source (Use) from Investing (287,268) (281,539) (357,076) (27,527) (27,686) (40,284) (46,324) Tax benefit from share-based compensation 1,888 2,723 612 - - - - Proceeds from issuance of common shares, net of costs 11,512 21,270 7,530 - - - - Payment of long-term debt, including current portion (3,575) (349,187) (31,008) (32,000) (32,000) (34,400) (34,400) Proceeds from long term debt - 648,500 - - - - - Debt issuance costs (29) (9,834) - - - - - Repurchase of Common shares (12,499) - - - - - - Source (Use) from Financing (2,703) 302,584 (22,866) (32,000) (32,000) (34,400) (34,400) FX Loss on cash held in foreign currency 24,698 (11,928) 403 - - - - Increase (Decrease) in Cash (42,052) 275,607 (65,234) 361,960 376,921 423,338 489,116 Cash Beginning of Period 326,192 284,140 559,747 494,513 856,472 1,233,393 1,656,731 Cash End of Period 284,140 559,747 494,513 856,472 1,233,393 1,656,731 2,145,848 Source: Company reports, GMCI estimates 20
APPENDIX C MANAGEMENT AND BOARD OF DIRECTORS MANAGEMENT TEAM EXHIBIT 21 MANAGEMENT SHAREHOLDINGS Management/ Board Member Shares Options RSUs PSUs Mark J. Barrenechea, President, CEO, Director - 530,246 32,134 51,099 Paul J. McFeeters, CFO, Chief Administrative Officer 76,547 135,477 3,433 32,319 Kevin Cochrane, Chief Marketing Officer 40,000 Muhi Majzoub, SVP, Engineering 237 54,697 1,539 7,648 Source: Company reports, SEDI, Bloomberg, PSU = Performance Share Units, RSU = Restricted Share Units Mark J. Barrenechea, President, Chief Executive Officer, Director Prior to joining OpenText, Mr. Barrenechea was President and Chief Executive Officer of Silicon Graphics International Corporation. Previously, Mr. Barrenechea served in senior management roles at enterprise software companies including CA, Inc., Oracle Corporation, Scopus and Tesseract. Mr. Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael's College. Paul J. McFeeters, Chief Financial Officer, Chief Administrative Officer Mr. McFeeters has 20+ years of business experience, including previous employment as CFO of Platform Computing Inc. and Kintana Inc. Mr. McFeeters also held senior leadership positions at MD Private Trust and Municipal Financial Corporation. Since 2009 Mr. McFeeters has been a member of the board of Blueprint Software Systems Inc. Mr. McFeeters holds a Certified Management Accountant designation and attained a B.B.A (Honours) from Wilfrid Laurier University and an MBA from York University. Kevin Cochrane, Chief Marketing Officer Mr. Cochrane joined OpenText in 2013 and has oversight of all strategic and operational aspects of marketing for the company on a global basis. Mr. Cochrane brings more than 16 years experience in the information management industry, most recently with Adobe Systems. Prior to Adobe, Mr. Cochrane was CMO at Day Software and was responsible for worldwide corporate and product marketing as well as the company s global partner, OEM, and customer support programs. Before this, he held senior executive product marketing positions with Alfresco Software, Inc. and Interwoven, Inc. Mr. Cochrane holds a B.A. from Stanford University. Muhi Majzoub, SVP, Engineering Mr. Majzoub is responsible for managing product development cycles, global development organization, and driving internal operations and development processes. Prior to OpenText, Mr. Majzoub was Chief of Products for Northgate Arinso, with responsibilities including defining the company s product vision and strategy, development, quality assurance, technical writing and releases. He focused on consolidating the late software portfolio and developing new product capabilities for both Cloud and on-premise solutions. Before this, Mr. Majzoub held the position of Senior Vice- President of Product Development for CA, Inc., where he was responsible for the development of common components for all CA technologies, and the delivery of CA s product integration strategy. Mr. Majzoub also held the position of Vice-President of Product Development at Oracle Corporation where he was responsible for the delivery of the Sales Automation Suite, including Sales Online and Business Intelligence Systems. Mr. Majzoub attended San Francisco State University. 21
BOARD OF DIRECTORS EXHIBIT 22 BOARD OF DIRECTORS SHAREHOLDINGS Board Member Shares Options DSUs Randy Fowlie, Lead Director 46,500 47,100 6,517 Stephen J. Sadler, Director 95,000-6,492 Gail E. Hamilton, Director 3,500 13,100 5,272 Brian J. Jackman, Director 12,000 52,600 2,832 Michael Slaunwhite, Director 50,400 69,900 8,164 Katharine B. Stevenson, Director - - 4,052 Deborah L. Weinstein, Director - - 6,900 Source: Company reports, SEDI, Bloomberg, DSU = Deferred Share Units Randy Fowlie, Lead Director Mr. Fowlie is currently the President, CEO and Director of RDM Corporation (RC-T; Not Rated). Mr. Fowlie was previously a partner with KPMG LLP. Mr. Fowlie received a B.B.A. (Honours) from Wilfrid Laurier University and he is a Chartered Accountant. Stephen J. Sadler, Director From April 2000 to present, Mr. Sadler has served as the Chairman, CEO and Director of Enghouse Systems (ESL-T; Not Rated). Mr. Sadler has held executive positions with Geac, Phillips Electronics and Loblaws. Mr. Sadler holds a B.A. Sc. (Honours) in Industrial Engineering, an M.B.A. (Dean's List) and is a Chartered Accountant. Gail E. Hamilton, Director Ms. Hamilton has 20+ years of experience growing technology and services businesses in the enterprise market with previous leadership and management experience at Symantec, HP and Microtec Research. Ms. Hamilton received both a BSEE from the University of Colorado and an MSEE from Stanford University. Brian J. Jackman, Director Mr. Jackman is the President of the Jackman Group, a private consulting firm. Mr. Jackman previously held various leadership positions with Tellabs (TLAB-US; Not Rated) and IBM. Mr. Jackman received a B.A from Gannon University and an M.B.A from The Pennsylvania State University. Michael Slaunwhite, Director Mr. Slaunwhite is presently the Executive Chairman of Halogen Software (HGN-T; Not Rated). Mr. Slaunwhite also served as the CFO of Corel Corporation from 1988 to 1993. Mr. Slaunwhite holds a B.A. Commerce (Honours) from Carleton University. Katharine B. Stevenson, Director Ms. Stevenson is Vice-Chair of the Board of Governors of the University of Guelph. She is certified with the professional designation ICD.D, granted by the Institute of Corporate Directors (ICD). Ms. Stevenson holds a B.A. (Magna Cum Laude) from Harvard University. Deborah L. Weinstein, Director Ms. Weinstein is a co-founder and partner of LaBarge Weinstein LLP. Prior to founding LaBarge Weinstein LLP, Ms. Weinstein was a partner of the law firm Blake, Cassels & Graydon LLP. Ms. Weinstein holds an LL.B. from Osgoode Hall Law School, of York University. 22
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