EXHIBIT 99.1
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Open Text and Eloquent Announce Acquisition Agreement
Waterloo, Ontario, Canada--January 9, 2003--Open Text(TM) Corporation (Nasdaq:
OTEX, TSX: OTC) and Eloquent, Inc. (Nasdaq: ELOQ) today announced that they have
entered into a definitive acquisition agreement in which a wholly owned
subsidiary of Open Text will acquire all of the issued and outstanding shares of
Eloquent for cash consideration of up to US $6,720,000, or approximately $0.34
per share, of which US $1,000,000 will be held in escrow to secure certain
representations, warranties and covenants of Eloquent in the acquisition
agreement. The purchase price is also subject to downward closing adjustment
based on Eloquent's net cash at closing as described in the acquisition
agreement. The companies expect the transaction to close in the next 90 days
subject to certain conditions, including approval by Eloquent's stockholders.
Eloquent's closed-loop "sales readiness" solution, LaunchForce(TM), is built on
a scaleable technology platform designed to deploy corporate knowledge to
front-line employees and partners. Benefits of integration with Open Text's
Livelink(R), the leading collaboration and knowledge management system, include:
o Enhancing Livelink MeetingZone(TM)with live video conferencing and
rich automatic archiving
o Adding Livelink for Sales Readiness, a packaged solution for keeping
sales forces ready to sell, to the Livelink Application Portfolio.
o Adding powerful collaboration and knowledge management capabilities to
LaunchForce
"With Eloquent, we're adding a great team of technical experts who have
developed a robust technology platform for using rich media to improve business
communications. Upon completion of the acquisition, we will work together to
integrate our teams, while continuing to support and serve LaunchForce
customers," said Tom Jenkins, Chief Executive Officer of Open Text. "Going
forward, we have a great opportunity to create new collaboration and knowledge
management solutions by combining synchronized audio and video with Livelink and
Livelink MeetingZone."
"Joining Open Text, an established global software leader, helps us better meet
the support and service needs of our Fortune 1000 customers. LaunchForce
customers will benefit from the integration of Open Text's collaboration,
knowledge management and content management technologies into LaunchForce," said
Cliff Reid, Chief Executive Officer of Eloquent.
"This agreement is the result of a comprehensive effort by Eloquent to find
alternatives to maximize stockholder value. Our customers and prospects have
become increasingly concerned about our financial position, which has slowed
revenues and jeopardized our
growth plans," said Cliff Reid. "Over the past six months, we have discussed
opportunities with over 60 companies, and selected Open Text as the best
alternative for our stockholders." U.S Bancorp Piper Jaffray served as financial
advisor to the board of directors of Eloquent.
The board of directors of Eloquent unanimously approved the transaction and will
call a special meeting of stockholders as soon as possible to approve the
transaction. A proxy statement describing the terms and voting instructions will
be distributed to Eloquent stockholders as described below. The directors and
officers of Eloquent have indicated their intent to vote their shares,
representing approximately 26% of Eloquent's common stock, in favor of the
transaction.
About Eloquent Inc.:
Eloquent(R) provides sales effectiveness solutions to Fortune 1000 companies -
enabling organizations to increase the productivity of their sales and marketing
functions, accelerate new revenues, and reduce product launch expenses. Using
Eloquent's patent-pending rich media platform, LaunchForce(TM) provides a
closed-loop, sales readiness solution that helps companies better equip
employees, partners, and channels with the information they need to be more
effective. More than 50 Fortune 1000 companies, including Alcatel, BMC Software,
BT, Eastman Kodak, Fujitsu, H&R Block, Hewlett-Packard and TIAA-CREF use
Eloquent's solutions. For more information, visit www.eloquent.com.
About Livelink:
Livelink is the leader in collaboration and knowledge management for the global
enterprise. Its richly featured enterprise services include virtual team
collaboration, business process automation, enterprise group scheduling and
information retrieval services, all tightly integrated into a solution that is
easily customized and extended. Livelink is essential to the effective
management and development of communities of interest that span organizations
and industries. For everything from the creation of complex e-community
relationships to the automation of simple e-business processes, Livelink
delivers true dynamic collaboration between individuals, organizations and large
trading communities. Livelink servers are fully Web-based and open-architected
to ensure rapid deployment and easy access to its full functionality through a
standard Web browser. For more information, visit www.opentext.com/livelink.
About Open Text:
Since 1991, Open Text Corporation has delivered innovative software that brings
people together to share knowledge, achieve excellence, deliver innovation, and
enhance processes. Its legacy of innovation began with the successful deployment
of the world's first search engine technology for the Internet. Today, as the
leading global supplier of collaboration and knowledge management software for
the enterprise, Open Text supports six million seats across 4,500 corporations
in 31 countries and 12 languages throughout the world. As a publicly traded
company, Open Text manages and maximizes its resources and relationships to
ensure the success of great minds working together. For more information, visit
www.opentext.com.
Interests of Certain Persons in the Acquisition
Eloquent will be soliciting proxies from Eloquent's stockholders in favor of the
approval of the acquisition. The directors and executive officers of Eloquent
and the directors and executive officers of Open Text may be deemed to be
participants in Eloquent's solicitation of proxies. The directors and executive
officers of Eloquent have interests in the acquisition, some of which may differ
from, or may be in addition to, those of Eloquent's stockholders generally.
Those interests will be described in greater detail in the proxy statement with
respect to the acquisition, which may include potential employment
relationships, option and stock holdings and indemnification.
Forward-Looking Statements:
This press release may contain "forward-looking statements" relating to the
proposed acquisition of Eloquent, Inc. and the future performance of Open Text
Corporation (the "Company"). Forward-looking statements are neither promises nor
guarantees, but are subject to risks, uncertainties and other factors that may
cause the actual results, performance or achievements of Eloquent or the
Company, or developments in Eloquent's or the Company's business or its
industry, to differ materially from the anticipated results, performance,
achievements or developments expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not limited to: (1)
risks involved in whether and when the proposed acquisition will be completed
and, if completed, in the integration of Eloquent into the Company; (2) expected
cost savings from the acquisition may not be fully realized or realized within
the expected time frame; (3) revenue of the combined company may be lower than
expected; (4) the possibility of technical, logistical or planning issues in
connection with deployments; (5) costs or difficulties related to obtaining
stockholder approval for completing the acquisition, if obtained at all, and,
following the acquisition, the integration of the companies may be more
difficult than expected; (6) legislative or regulatory changes may adversely
affect the businesses in which the companies are engaged; and (7) changes may
occur in the securities or capital markets. A more detailed discussion of these
and other important risk factors can be found in the sections entitled
"Business", "Quantitative and Qualitative Disclosure About Market Risk" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in documents filed by Eloquent with the Securities and Exchange
Commission (the "SEC"), including Eloquent's Report on Form 10-K/A for the
fiscal year ended December 31, 2001, and by the Company with the SEC, the
Ontario Securities Commission and other securities regulatory authorities across
Canada, including the Company's Report on Form 10-K for the fiscal year ended
June 30, 2001. Forward-looking statements in this press release are based on
management's beliefs and opinions at the time the statements are made, and there
should be no expectation that these forward-looking statements will be updated
or supplemented as a result of changing circumstances or otherwise, and the
Company and Eloquent disavow and disclaim any obligation to do so.
Additional Information and Where to Find It
Eloquent will be filing a copy of the merger agreement with the Securities and
Exchange Commission on Form 8-K. Eloquent plans to file and mail to its
stockholders a proxy statement containing information about Eloquent, the
acquisition and related matters.
Stockholders are urged to read the proxy statement carefully when it is
available, as it will contain important information that stockholders should
consider before making a decision about the acquisition. When available,
stockholders will be able to obtain the proxy statement, as well as other
filings containing information about Eloquent, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the proxy statement, when
available, and Eloquent's SEC filings will also be obtainable, without charge,
from Eloquent's Chief Financial Officer at Eloquent, Inc., 1730 South El Camino
Real, San Mateo, California 94402, phone (650) 294-6500.
In addition to the Proxy Statement, Eloquent and the Company file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission and, with respect to the Company, with the
Ontario Securities Commission and other securities regulatory authorities across
Canada. You may read and copy any reports, statements or other information filed
by the Company or Eloquent at the SEC public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference room. The Company's and Eloquent's
filings with the Commission are also available to the public from commercial
document-retrieval services and at the website maintained by the Commission at
http://www.sec.gov.
Trademark Information:
Copyright (C) 2003 by Open Text Corporation. LIVELINK, LIVELINK MEETINGZONE, and
OPEN TEXT 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.
Eloquent and LaunchForce are trademarks or registered trademarks of Eloquent,
Inc. All other trademarks are the property of their respective owners.
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For more information, please contact:
Richard Maganini
Director, Public Relations
Open Text Corporation
1-847-267-9330 ext.4266
rmaganin@opentext.com
Greg Secord
Director, Investor Relations
Open Text Corporation
1-519-888-7111 ext.2408
gsecord@opentext.com
John Curson
Chief Financial Officer
Eloquent, Inc.
1-650-294-6500
jcurson@eloquent.com
Karen Keating
Investor Relations for Eloquent
FRB/Weber Shandwick
1-415-986-1591