Mr. Greg Secord reports

OPENTEXT ANNOUNCES CASH TENDER OFFER FOR A PORTION OF ITS OUTSTANDING 2028 NOTES

Open Text Corp. has commenced a cash tender offer to purchase its outstanding 3.875 per cent senior notes due 2028, up to an aggregate principal amount that will not exceed $450-million (subject to increase or decrease by the company, the ggregate maximum tender amount).

The price offered in the tender offer and certain other information relating to the tender offer are set forth in the attached table.

The tender offer is being made upon the terms and subject to the conditions set forth in the offer to purchase, dated Sept. 23, 2026, including the financing condition (as defined below). The tender offer is open to all registered holders of the bonds. The company reserves the right, but is under no obligation, to increase or decrease the aggregate maximum tender amount at any time, including on or after the price determination date (as defined below), without extending withdrawal rights except as required by law. The bonds will be subject to proration (as described in the offer to purchase) if the aggregate principal amount of the bonds validly tendered and not validly withdrawn would cause the aggregate maximum tender amount to be exceeded.

Subject to the terms and conditions of the tender offer, each holder who validly tenders and does not subsequently validly withdraw its bonds at or prior to 5 p.m. New York time, on Sept. 29, 2026, will be entitled to receive the applicable total consideration, plus accrued and unpaid interest up to, but not including, the settlement date if and when such bonds are accepted for payment. The tender offer consideration for the bonds validly tendered and accepted for purchase will be determined in the manner described in the offer to purchase by reference to the fixed spread over the yield to maturity based on the bid side price of the reference U.S. treasury security specified in the table above and in the offer to purchase. In calculating the tender offer consideration for the bonds, the application of the par call date will be in accordance with standard market practice. The tender offer consideration will be determined at 3 p.m. New York time, Sept. 29, 2026, unless extended by the company.

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 that are validly tendered on or prior to 5 p.m. New York time, on Sept. 29, 2026, is expected to be Oct. 2, 2026, three business days following the schedulled expiration date.

The tender offer is subject to the satisfaction or waiver of certain conditions, including the financing condition, as described herein, and the company expressly reserves its right, subject to applicable law, to terminate the tender offer at any time prior to the expiration date.

The company's obligation to accept for purchase, and to pay for, bonds validly tendered pursuant to the tender offer is subject to, and conditioned upon, among other things, the company receiving net proceeds from the company's 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, on terms and conditions satisfactory to the company sufficient to finance (i) the redemption in full of the outstanding $1.0-billion principal amount of its 6.900 per cent senior secured notes due 2027, including the payment of the applicable redemption premium, accrued and unpaid interest, and related costs and expenses and (ii) in the company's reasonable judgment, an amount at least equal to a material portion of the bonds accepted for purchase in the tender offer, up to the aggregate maximum tender amount, plus accrued and unpaid interest and related costs and expenses, it being understood that to the extent the financing condition (or any condition to the redemption of the 2027 notes) is otherwise met or waived, the company may use cash on hand to finance any portion of the redemption or the tender offer and such related amounts, as applicable. The tender offer is not contingent upon the tender of any minimum principal amount of the bonds.

The company has retained RBC Capital Markets LLC and Citigroup Global Markets Inc. to serve as dealer managers for the tender offer. Global bondholder Services Corp. 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: 1-212-618-7843, toll-free: 1-877-381-2099, e-mail: liability.management@rbccm.com and Citigroup Global Markets Inc., attention: Liability Management Group, toll-free: 800-558-3745, collect: 212-723-6106, e-mail: ny.liabilitymanagement@citi.com. Requests for the offer to purchase may be directed to Global Bondholder Services Corp. at 212-430-3774 (for banks and brokers only) and 855-654-2014 (for all others toll-free), by e-mail at contact@gbsc-usa.com. Additionally, copies of the offer to purchase are available on-line. 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 make any recommendation as to whether holders should tender or refrain from tendering their bonds. Holders must consult their own investment and tax advisers 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.

About Open Text Corp.

Open Text is a global leader in data management for enterprise AI (artificial intelligence), helping organizations protect, govern and activate their data with confidence. The company's technologies turn data into information with context to form the knowledge base for enterprise AI.

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