Vignette Corporation (NASDAQ: VIGN) today announced that it has reached
an agreement in principle with a stockholder of Vignette that provides
for the settlement of the purported class action litigation commenced by
such stockholder against Vignette and its directors following the
announcement of the merger between Vignette and Open Text Corporation.
The settlement will not affect the merger consideration to be paid to
stockholders of Vignette in connection with the proposed merger between
Vignette and Open Text or the timing of the special meeting of
stockholders of Vignette scheduled for Tuesday, July 21, 2009, beginning
at 9:00 a.m. local time, at the Inter-Continental Stephen F. Austin
Hotel, 701 Congress Avenue, Austin, Texas 78701, to vote on a proposal
to adopt the merger agreement between Vignette and Open Text and to
approve the merger.
On May 11, 2009, a Vignette stockholder filed a purported class action
against Vignette, its directors, Open Text Corporation, and Scenic
Merger Corp. in the District Court for the 201st Judicial District of
Travis County, Texas. On July 2, 2009, the plaintiff voluntarily
dismissed Open Text and Scenic from the lawsuit.
Vignette and its directors have reached an agreement in principle with
the plaintiff providing for the settlement of the litigation. In
connection with this settlement, Vignette agreed to make available
additional information to its stockholders. That information is
contained below in this press release and should be read in conjunction
with the merger proxy statement. The details of the settlement will be
set forth in a notice to be sent to Vignette's stockholders prior to a
hearing before the court to consider both the settlement and the
plaintiff's fee application. Vignette and the directors deny plaintiff's
allegations in the action and have agreed to settle the purported class
action litigation in order to avoid costly litigation and eliminate the
risk of any delay to the closing of the merger.
The following information relating to the analysis of J.P. Morgan
Securities, Inc., the financial advisor to the Board of Directors of
Vignette, and J.P. Morgan's interactions with Vignette's Board of
Directors, should be read in conjunction with the definitive proxy
statement mailed to Vignette's stockholders on or about June 22, 2009.
How did J.P. Morgan, Vignette’s financial advisor, determine which
companies to use in its trading multiples?
To select the companies used in its Public Trading Multiples Analysis,
J.P. Morgan chose software companies that develop or provide software
and services similar to that of Vignette, software companies that
utilize the same or a similar business model as Vignette, and software
companies with operating metrics that are similar to Vignette's,
including, but not limited to, revenue growth, profit margins, and
relative profitability. In conducting this analysis, J.P. Morgan
ultimately selected companies that, based on closing stock prices on May
1, 2009, had an Equity Value in the range of approximately $52 million
to $1.8 billion, and had an Enterprise Value in the range of
approximately $7 million to $1.9 billion. For purposes of the analysis,
Equity Value was calculated by multiplying the stock price with the
diluted share count of a company. Enterprise Value was calculated as
Equity Value, plus total debt, less cash and cash equivalents.
What multiples did J.P.
