Hummingbird negotiating sale to Open Text

TORONTO - Canadian software maker Hummingbird said Friday it was negotiating a takeover offer of US$485.1 million from rival Open Text.

Hummingbird, whose board is still recommending an alternative bid from Symphony Technology Group, said it has agreed to provide Open Text with access to non-public information.

The new offer being negotiated would value Hummingbird at US$27.85 per share. Earlier this month, Open Text had bid US$27.75 a share, or about US$483.4 million, for the company.

The non-disclosure agreement contains standstill provisions that prevent Open Text from acquiring Hummingbird at a price of less than US$27.85 per share in cash prior to October 31 without the approval of Hummingbird's Board, the company said.

Hummingbird said it planned to adjourn to Aug. 18 a shareholders meeting scheduled for Friday that had been due to discuss the Symphony bid "in order to ensure that shareholders have as much relevant information as possible about the alternatives."

Symphony had offered US$26.75 per Hummingbird share in a deal that would be worth some US$466 million.

Hummingbird said uncertainty about the status of the Open Text offer meant that its board continues to recommend that shareholders vote in favor of a lower takeover offer by Symphony Technology Group, although it would "revisit this recommendation from time to time."

(Additional reporting by Christopher Kaufman in New York)

(US$1=$1.13 Canadian)

Copyright 2006 Reuters.

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