OpenText Announces Pricing Terms and Results of Cash Tender Offer

The purchase price is below principal value, while the planned 2027 notes redemption remains subject to financing.

Rhea-AI Summary

OpenText (OTEX) announced pricing and results for its cash tender offer to purchase $300 million principal amount of notes. Holders tendered $697,563,000 of its 3.875% Senior Notes due 2028. OpenText will accept $300 million, applying a 43.047752% proration factor to limit purchases. The price is $981.71 per $1,000 principal amount, plus accrued and unpaid interest.

OpenText expects settlement on October 2, 2026. It expects its concurrent senior secured notes offering to close October 1 and intends to use the net proceeds and cash on hand to fund the tender purchase and full redemption of its 6.900% Senior Secured Notes due 2027. Both are expected to settle October 2. The redemption remains subject to a financing condition.

3 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Acceptance of $300 million principal of 3.875% notes due 2028 will retire that debt upon settlement. 5.6% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.OpenText intends full redemption of its 6.900% secured notes due 2027, with settlement expected October 2, 2026.
• Minor pointTender pricing of $981.71 per $1,000 principal allows OpenText to purchase accepted notes below principal value.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Concurrent senior secured notes issuance adds debt; OpenText expects closing October 1, 2026.
• Minor point2027 notes redemption remains subject to a financing condition.
• Minor point. Forward-looking: it has not happened yet and may not happen.2027 notes redemption requires an applicable redemption premium, accrued interest and related costs and expenses.
• Minor point. Forward-looking: it has not happened yet and may not happen.Tender purchases require accrued and unpaid interest and related costs and expenses beyond the purchase consideration.

Key Figures

Aggregate maximum tender amount: $300,000,000 Principal amount tendered: $697,563,000 Tender offer consideration: $981.71 per $1,000 principal amount +4 more

Aggregate maximum tender amount

$300,000,000

Cash tender offer for 3.875% Senior Notes due 2028

Principal amount tendered

$697,563,000

Valid tenders not withdrawn by the Expiration Date

Tender offer consideration

$981.71 per $1,000 principal amount

Excludes accrued interest

Proration factor

43.047752%

Applies to validly tendered Bonds

Senior Notes coupon

3.875%

Senior Notes due 2028 subject to the tender offer

Expected settlement date

October 2, 2026

For Bonds validly tendered by the Expiration Date and accepted for purchase

Secured notes offering close

October 1, 2026

Company expects the concurrent offering to close on this date

Historical Context

1 past event · Latest: Sep 25

1 event

1. Sep 25

   Tender amendment

   24h Move

   -0.7%

   Tender cap was cut from $450 million to $300 million; deadline moved to September 30.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

fixed spread, yield to maturity, proration factor, rule 144a, +1 more

5 terms

fixed spread financial

"determined by reference to the fixed spread over the yield to maturity"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

yield to maturity financial

"the fixed spread over the yield to maturity based on the bid side price"

Yield to maturity is the total return an investor can expect to earn if they buy a bond today and hold it until it pays back all its money. It’s like calculating how much you’ll make from a savings account if you keep it for the full term, helping investors compare different investments to see which one offers the best potential earnings.

proration factor financial

"subject to a proration factor of 43.047752%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

rule 144a regulatory

"offered in the United States pursuant to Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"and Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WATERLOO, ON, Sept. 30, 2026 /PRNewswire/ -- Open Text Corporation ("OpenText" or the "Company") (NASDAQ: OTEX), (TSX: OTEX) today announced the pricing terms and results of its previously announced tender offer (the "Tender Offer") to purchase for cash up to $300,000,000 aggregate principal amount of its outstanding 3.875% Senior Notes due 2028 (the "Bonds") (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 23, 2026, as amended by the Company's press release dated September 25, 2026 (the "Offer to Purchase").

The "Tender Offer Consideration" for each $1,000 principal amount of the Bonds validly tendered and accepted for purchase pursuant to the Tender Offer was determined by reference to the fixed spread over the yield to maturity based on the bid side price of the reference U.S. Treasury Security as specified below, and will be payable to the registered holders ("Holders") of the Bonds who validly tendered and did not validly withdraw their Bonds at or before 5:00 p.m., New York City time, on September 30, 2026 and whose Bonds are accepted for purchase by the Company. The reference yield (as determined pursuant to the Offer to Purchase) was determined at 3:00 p.m., New York City time, today, September 30, 2026, by the Dealer Managers (as defined below).

Payments for the Bonds purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the Bonds up to, but not including, the settlement date for the Bonds accepted for purchase. The settlement date for the Bonds validly tendered on or prior to 5:00 p.m., New York City time, on September 30, 2026 (the "Expiration Date") is expected to be October 2, 2026, two business days following the Expiration Date.

According to information received from Global Bondholder Services Corporation, the tender and information agent for the Tender Offer (the "Tender and Information Agent"), as of the Expiration Date, the Company had received valid tenders from the Holders of the Bonds that were not validly withdrawn as set forth in the table below.

Title of Bonds	CUSIP/ISIN Numbers1	Aggregate Maximum Tender Amount	Principal Amount Tendered	Reference U.S. Treasury Security	Fixed Spread (basis points)	Reference Yield	Tender Offer Consideration2
3.875% Senior Notes due 2028	683715AC0 (144A) / C69827AC4  (Reg S) US683715AC05 (144A) / USC69827AC45 (Reg S)	$300,000,000	$697,563,000	4.250% U.S. Treasury due February 15, 2028	+50	4.773‌%	$981.71

1. No representation is made as to the correctness or accuracy of the CUSIP/ISIN Numbers listed in this press release or printed on the Bonds. They are provided solely for the convenience of the Holders of the Bonds.
2. For each $1,000 principal amount of Bonds validly tendered at or prior to the Expiration Date and accepted for purchase by the Company, which does not include accrued interest.

The Company will accept for payment the Aggregate Maximum Tender Amount of the validly tendered Bonds. The Bonds validly tendered will be subject to a proration factor of 43.047752%, with appropriate adjustments downward to the nearest $1,000 principal amount to avoid the purchases in principal amounts other than in integral multiples of $1,000.

Full details of the terms and conditions of the Tender Offer are described in the Offer to Purchase, which was sent by the Company to Holders of the Bonds. Holders of the Bonds are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offer.

As of the date of this press release, the Company expects to close its concurrent senior secured notes offering on October 1, 2026 and intends to use the net proceeds thereof, together with cash on hand, to fund, in the aggregate (i) the redemption in full of its outstanding 6.900% Senior Secured Notes due 2027 (the "2027 Notes"), including the payment of the applicable redemption premium, accrued and unpaid interest and related costs and expenses, and (ii) the consideration for any of the Bonds accepted for purchase in the Tender Offer, up to the Aggregate Maximum Tender Amount, plus accrued interest and related costs and expenses, both of which are expected to settle on October 2, 2026.

The Company has retained RBC Capital Markets, LLC and Citigroup Global Markets Inc. to serve as dealer managers (the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation has been retained to serve as the Tender and Information Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to RBC Capital Markets, LLC, Attention: Liability Management Team, Phone: (212) 618-7843, Toll-Free: (877) 381-2099, Email: liability.management@rbccm.com, and Citigroup Global Markets Inc., Attention: Liability Management Group, Toll Free: (800) 558-3745, Collect: (212) 723-6106, Email: ny.liabilitymanagement@citi.com. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers only) and (855) 654-2014 (for all others toll-free), and by email at contact@gbsc-usa.com. Additionally, copies of the Offer to Purchase are available at the following webpage: https://www.gbsc-usa.com/opentext/.

The Company is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Managers, or the Tender and Information Agent makes any recommendation as to whether Holders of the Bonds should tender or refrain from tendering their Bonds. Holders of the Bonds must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offer is not being made to Holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities, including the senior secured notes, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The senior secured notes and the related guarantees were offered in the United States pursuant to Rule 144A ("Rule 144A") and Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), and were not offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release shall not constitute a notice of redemption under the indenture governing the 2027 Notes, and the redemption is subject to the conditions set forth in the applicable notice of redemption, including the financing condition described therein. Such notice has been made only in accordance with the provisions of the indenture governing the 2027 Notes. There can be no assurances as to whether the redemption will be effected as described above.

OTEX-F

About OpenText

OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for enterprise AI.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections including about the previously announced and priced concurrent senior secured notes offering, the conditional redemption and the Tender Offer, and the operating environment, economies and markets in which OpenText operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by OpenText at the date of this press release, may prove to be inaccurate and consequently its 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 OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, OpenText 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 © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s).

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SOURCE Open Text Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What price will OpenText pay for its 2028 notes in the cash tender offer?

OpenText will pay $981.71 for each $1,000 principal amount validly tendered and accepted for purchase, plus accrued and unpaid interest. Settlement is expected on October 2, 2026.

How much of the tendered OpenText 2028 notes will be accepted?

OpenText will accept $300,000,000 principal amount from the $697,563,000 tendered, using a 43.047752% proration factor. Accepted amounts will be adjusted downward to the nearest $1,000 principal amount so purchases remain in integral multiples of $1,000.

How was OpenText's 2028 notes tender price determined?

The tender price was determined using a 50-basis-point fixed spread over the reference Treasury yield of 4.773%. The reference security was the 4.250% U.S. Treasury due February 15, 2028. The dealer managers determined the reference yield at 3:00 p.m. New York City time on September 30, 2026.