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Three Leading Independent Proxy Advisory Firms Agree Captaris Merger with Open Text is in the Best Interests of Captaris Shareholders
Tuesday, October 21, 2008 12:35 PM


Company Urges Shareholders to Vote Promptly

BELLEVUE, Wash., Oct. 21 /PRNewswire-FirstCall/ -- Captaris, Inc. (Nasdaq: CAPA), a leading provider of software products that automate document?'centric processes, today announced that three leading independent proxy advisory firms, RiskMetrics, Glass Lewis & Co. and PROXY Governance, Inc., have concluded that the proposed merger with Open Text, Inc. is in the best interests of Captaris's shareholders and recommends that Captaris's shareholders vote for the proposed merger. The Company also announced that it has received early termination of the waiting period under the Hart?'Scott?'Rodino Act for the proposed merger.

The special meeting of shareholders to vote on the merger is scheduled for Friday, October 31, 2008 at 9:00 a.m. Pacific time at the Sheraton Bellevue Hotel at 100 112th Avenue, NE, Bellevue, Washington 98004. Shareholders of record as of the close of business on September 30, 2008, will be entitled to vote at the special meeting.

In its report recommending the merger with Open Text, RiskMetrics concluded, 'based on our review of the terms of the transaction and the factors described above, specifically the market premium and the extensive sale process, we believe that the merger agreement warrants shareholder support.'

Glass Lewis & Co. noted that, '. . . the board of directors conducted a lengthy and rigorous sale process which involved multiple interested parties and the negotiated equity premium is greater than that paid in similar transactions observed by the financial advisor.'

PROXY Governance concluded that, 'We support this transaction because it appears to place a fair value on the company based on analysts' opinions, the overall market reaction, and the premium offered.'

Bruce L. Crockett, Chairman of the Captaris Board of Directors, stated, 'We are very pleased that three leading independent proxy advisors endorse our proposed merger with Open Text. Their united front confirms our conviction that the merger offers the best value to Captaris's shareholders and that all shareholders should vote for the merger.'

If any shareholders have questions or need assistance in voting their shares, they are encouraged to call the company's proxy solicitor, MacKenzie Partners, at 800?'322?'2885.

Consummation of the proposed merger will require, among other conditions, the affirmative vote of a majority of Captaris shares outstanding.

Assuming all other closing conditions are satisfied, the merger is expected to close soon after the required vote is obtained.

About Captaris, Inc.

Captaris, Inc.



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