Mutual Reliance Review System for ExemptiveRelief Applications - National Instrument 54-101 - Exemptiongranted from requirement of section 2.1(b) to set record dateat least 30 days prior to shareholders meeting - Record dateset 28 days before meeting - Notice of record date publishedin the financial press prior to 30 days before the meeting.
Applicable Ontario Rules
National Instrument 54-101 Communication withBeneficial Owners of Securities of a Reporting Issuer - section2.1(b) and 9.2.
IN THE MATTER OF
NATIONAL INSTRUMENT 54-101
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MRRS DECISION DOCUMENT
WHEREAS an application (the "Application")has been received by the securities regulatory authority orregulator (the "Decision Makers") in each of BritishColumbia, Alberta, and Ontario from Open Text Corporation ("OpenText"), Centrinity Inc. ("Centrinity"), and 3801853Canada Inc., a direct wholly-owned subsidiary of Open Text ("Subco"),for a decision pursuant to National Instrument 54-101 ("NI54-101") that, in connection with the proposed amalgamation(the "Amalgamation") of Centrinity and Subco pursuantto which Open Text would become the sole owner of all of theoutstanding shares of the amalgamated corporation, Centrinitybe exempt from the requirement to establish a record date forthe special meeting of shareholders of Centrinity to vote uponthe Amalgamation (the "Special Meeting") not lessthan 30 days before the date of the Special Meeting in accordancewith Section 2.1(b) of NI 54-101 (the "Record Date Requirement");
AND WHEREAS, pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Director of the Ontario Securities Commission is the principalregulator for the Application;
AND WHEREAS Open Text, Centrinity, andSubco have represented to the Decision Makers that:
1. Open Text is a corporation amalgamatedunder the Business Corporations Act (Ontario). Thecommon shares in the capital of Open Text are listed and postedfor trading on the Toronto Stock Exchange (the "TSX")and the Nasdaq National Market. Open Text is a reporting issuerin each province of Canada.
2. Centrinity is a corporation continued underthe Canada Business Corporations Act (the "CBCA").The Class A common shares in the capital of Centrinity (the"Centrinity Shares") are listed and posted for tradingon the TSX. Centrinity is a reporting issuer in British Columbia,Alberta and Ontario.
3. Subco is a corporation incorporated underthe CBCA and is a direct wholly-owned subsidiary of Open Text.Subco is not a reporting issuer in any province of Canada.Subco will be used for the sole purpose of effecting the Amalgamation.
4. Pursuant to a merger agreement dated asof September 19, 2002 (the "Merger Agreement") betweenOpen Text, Subco, and Centrinity, Open Text intends to acquireall of the issued and outstanding Centrinity Shares, includingCentrinity Shares issuable upon the exercise of outstandingstock options, pursuant to the Amalgamation.
5. On September 19, 2002, Open Text and Centrinityissued a joint press release announcing the entering intoof the Merger Agreement and the proposed Amalgamation, whichincluded reference to the Amalgamation being conditional onapproval of Centrinity Shareholders.
6. The Amalgamation will result in each holderof Centrinity Shares (a "Centrinity Shareholder")receiving one redeemable preferred share in the capital ofthe corporation ("Amalco") to be formed by the Amalgamation(the "Preferred Shares") for each Centrinity Share.Pursuant to the Amalgamation, Open Text will receive commonshares in the capital Amalco in exchange for its shares ofSubco. On the second business day following completion ofthe Amalgamation, each Preferred Share will be redeemed forCdn. $1.26 in cash (the "Redemption"). Upon completionof the Redemption, Open Text will own all of the shares ofAmalco.
7. The Special Meeting will be held on November1, 2002 (the "Meeting Date") in accordance withthe terms of the Merger Agreement.
8. In connection with the Special Meetingand in accordance with Section 134(1)(c) of the CBCA and Section43(2) of the Regulations made under the CBCA, the board ofdirectors of Centrinity have set October 4, 2002 as the recorddate for entitlement to receive notice of and to vote at theSpecial Meeting (the "Record Date").
9. Pursuant to Section 134(3) of the CBCAand Section 43(3) of the Regulations made under the CBCA,Centrinity provided notice of the Record Date by publishingadvertisements in the National Post on September 26,2002 and September 27, 2002. Centrinity also provided writtennotice to the TSX on September 26, 2002.
10. In accordance with Section 2.20 of NI54-101, Centrinity will deliver the Circular in bulk to mailingagents and mail to each Centrinity Shareholder on October7, 2002 (i) a notice of the Special Meeting; (ii) a form ofproxy; and (iii) a management proxy circular.
11. Centrinity and Open Text wish to expeditethe Amalgamation by holding the Special Meeting on November1, 2002 in order to meet their respective business objectivesand because it is considered to be in the best interests oftheir respective shareholders to do so.
AND WHEREAS, pursuant to the System,this MRRS Decision Document evidences the decision of each ofthe Decision Makers (the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in NI 54-101 that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;
THE DECISION of the Decision Makers underNI 54-101 is that, in connection with the Special Meeting, Centrinityshall be exempt from the Record Date Requirement provided that:
(i) the Record Date is established at adate 28 days before the Meeting Date; and
(ii) Centrinity complies with all otherprovisions of NI 54-101 applicable to the Special Meeting.
October 2, 2002.