Open Text Corporation
Ticker: OTEXF 180 Columbia Street West
Exchange: NASDAQ-National Market Waterloo, Foreign N2L 3L3
Industry: High-Tech (519) 888-7111

Type of Shares:Common Shares Filing Date:11/1/95
U.S. Shares:4,000,000 Offer Date:1/23/96
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:4,000,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $44,000,000 Selling:$0.60
Expenses:$2,192,000 Reallowance:$0.10
Shares Out After:15,178,649

ManagerTierPhone
Montgomery SecuritiesLead Manager 4156272220
Punk, Ziegel & KnoellCo-manager (212) 308-9494
RBC Dominion SecuritiesCo-manager (212) 607-5565
Yorkton (USA) Securities Inc.Co-manager (416) 864-3500

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 9/30/95 9/30/95
Revenue:$2.47$0.63Assets:$18.44
Net Income:-$1.10-$1.61Liabilities:$3.79
EPS:-$0.34-$0.24Equity:$14.65

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company develops, markets, licenses and supports software used on local and wide area networks, Intranets and the Internet that enables users to find electronically stored information, work together in collaborative processes across the Internet. The company's search engines enables users to transparently search vast amounts of data stored in a wide variety of formats and in disparate locations, including World Wide Web sites. The company's search technology is characterized by rapid response times that do not increase materially as the amount of data searched increases, if adequate server and communications resources are employed. Employing its search engine and related technologies, the company has created the Open Text Index, an index of the World Wide Web, that it licenses together with its search technology to major Web information providers, including Yahoo!, internetMCI and IBM infoMarket.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and other general corporate purposes, including research and development of new products and technologies and expansion of marketing and sales activities.

Last updated: 10/28/96

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