Notable Mergers and Acquisitions of the Day 5/6: OTEX/VIGN, BVF/GSK, BORL

May 6, 2009 10:09 AM EDT

• Open Text Corporation (NASDAQ: OTEX) announced an agreement to acquire Vignette Corporation (NASDAQ: VIGN) for $8.00 in cash plus 0.1447 of an Open Text common share for every Vignette common share which equates to approximately US $12.70 at close of market on May 5, 2009.
  
  This represents a premium of approximately 74% above the 30 trading day average closing price of Vignette's shares and approximately 41% above the most recent closing price. This values the transaction at approximately US $310 million.
  
  
• Biovail (NYSE: BVF) announced today that it has entered into an agreement to acquire the U.S. commercialization rights to Wellbutrin XL(R) (extended-release bupropion hydrochloride tablets) from GlaxoSmithKline (NYSE: GSK) for total consideration of $510 million. Wellbutrin XL(R), which GSK has distributed in the U.S. since September 2003, was developed by Biovail and is manufactured at the Company's Steinbach, Manitoba manufacturing facility. The agreement is subject to Hart-Scott-Rodino regulatory clearance in the U.S. For more information, see separate news release issued May 6, 2009, Biovail Announces Acquisition of U.S. Rights to Wellbutrin XL(R). Biovail intends to finance this acquisition through the use of available cash and the Company's credit facility.
  
  
• Borland Software Corporation (NASDAQ: BORL) announced that Micro Focus International plc and Borland have entered into a definitive agreement under which Micro Focus will acquire all the outstanding shares of Borland in a cash merger transaction.
  
  Pursuant to the terms of the Agreement, Micro Focus will acquire each outstanding share of common stock of Borland for $1.00 per share, representing a premium of 25% over the closing share price of Borland's common stock on May 5, 2009 of $0.80 and a premium of approximately 67% over the average thirty trading day closing price of $0.60. The aggregate transaction value is approximately $75 million. The boards of directors of both companies have unanimously approved the transaction. The acquisition is expected to be completed in late Q2/early Q3 2009, subject to approval by both Micro Focus and Borland shareholders, US antitrust approvals and other customary closing conditions.

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