Acquisition of Shares of Burntsand Inc.

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Apr 26, 2010, 04:52 ET

WATERLOO, ON, April 26 /PRNewswire-FirstCall/ - Burntsand Inc. (TSX: BRT)("Burntsand") announced today that it has entered into a definitive agreement with Open Text(TM) Corporation (NASDAQ:OTEX) (TSX: OTC) ("Open Text" or the "Company") under which Open Text expects to acquire all of the issued and outstanding common shares of Burntsand through a Burntsand shareholder-approved amalgamation with a subsidiary of Open Text under the Canada Business Corporations Act (the "Agreement").

National Instrument 62-103 - The Early Warning System and Related Take Over Bid and Insider Reporting Issues - requires the Company to issue a press release in connection with the filing of an early warning report (the "Report") regarding the potential acquisition of securities of Burntsand pursuant to the Agreement.

Based on the terms of the Agreement, Burntsand shareholders will receive CDN $0.15 in cash for each Burntsand common share, for a total transactional value of approximately CDN $11 million. The transaction is expected to close in the second calendar quarter and is subject to customary closing conditions, including approval of a majority of not less than two thirds of the votes cast by Burntsand's shareholders. The Agreement includes customary non-solicitation and right to match provisions and Burntsand has agreed to pay Open Text a termination fee in certain circumstances if the amalgamation is not completed.

The directors and officers of Burntsand, and one shareholder of Burntsand, collectively representing in aggregate approximately 21.7% of the issued and outstanding shares of Burntsand, have entered into voting agreements with Open Text to vote in favour of the amalgamation.

The Report will be filed no later than April 28, 2010.

About Open Text

Open Text(TM) is the world's largest independent provider of Enterprise Content Management software. The company's solutions manage information for all types of business, compliance and industry requirements in large companies, government agencies and professional service firms. Open Text supports approximately 46,000 customers in 114 countries and 12 languages. For more information about Open Text, visit www.opentext.com.

About Burntsand Inc.

Burntsand is a leader in the delivery of technology consulting services for customers with complex information processing and information management requirements in three practice areas - Enterprise Content Management, Collaboration and Service Management. Burntsand delivers strategic design, technology architecture and custom application development through its proven Time-to-Value methodology, which mitigates business risk and speeds process improvements and returns. Headquartered in Toronto, Burntsand operates from locations across North America. Burntsand's shares (TSX: BRT) are traded on the Toronto Stock Exchange. Learn more about Burntsand at www.burntsand.com.

This press release may contain forward-looking statements or information relating to the acquisition of Burntsand by the Company, including timing, terms and required steps and likelihood of a closing of the acquisition, the success of any of Burntsand's strategic initiatives, growth and profitability prospects, the benefits of Burntsand's products to be realized by customers of the Company, Burntsand's position in the market and future opportunities therein, and future performance of the Company subsequent to the consummation of the acquisition. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. The Company's assumptions, although considered reasonable by the Company at the date of this press release, may provide to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see the Open Text's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, Open Text disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Copyright (C) 2010 by Open Text Corporation. OPEN TEXT and the OPEN TEXT ECM SUITE are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries. This list of trademarks is not exhaustive. Other trademarks, registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text Corporation or other respective owners.

SOURCE Open Text Corporation