Mr. Greg Secord reports

OPENTEXT ANNOUNCES SENIOR SECURED NOTES OFFERING TO REDEEM ITS OUTSTANDING 2027 NOTES AND FUND TENDER OFFER FOR A PORTION OF ITS OUTSTANDING 2028 NOTES

Open Text Corp. has commenced, subject to market and customary conditions, a proposed offering of senior secured notes of one or more series pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The notes will be guaranteed on a senior secured basis by Open Text's existing wholly owned subsidiaries that are guarantors or co-obligors under Open Text's senior secured credit facilities, term loan credit agreement and its 6.900 per cent senior secured notes due 2027. The notes and related guarantees will be secured on the same basis as the company's senior secured credit facilities, term loan credit agreement and 2027 notes.

Open Text intends to use the net proceeds from the proposed offering to fund (i) the redemption in full of the outstanding $1.0-billion principal amount of its 2027 notes, including the payment of the applicable redemption premium, accrued and unpaid interest and related costs and expenses, and (ii) all or a portion of the consideration for any of its outstanding 3.875 per cent senior notes due 2028 accepted for purchase in the tender offer by the company for such 2028 notes, up to an aggregate principal amount of the 2028 notes that will not exceed $450-million (subject to increase or decrease by the company), plus accrued and unpaid interest and related costs and expenses. To the extent the financing condition applicable to such redemption or the tender offer is otherwise met or waived, the company may use cash on hand to fund any portion of the redemption or the tender offer and such related amounts, as applicable. Any remaining net proceeds from the proposed offering will be used for general corporate purposes.

The precise timing, size and terms of the proposed offering are subject to market conditions and other factors.

The notes and related guarantees will not be registered under the Securities Act.

About Open Text Corp.

Open Text 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.

We seek Safe Harbor.