Presentation - Corporate Solutions

OpenText Announces Acquisition of GXS Transaction Summary Presentation

November 5, 2013

OpenText Confidential. ©2013 All Rights Reserved. 2

Safe Harbor Statement

OPENTEXT OPENTEXT HIGHLY CONFIDENTIAL. DRAFT. NOT AUDITED

Certain statements in this press release, including statements regarding the proposed transaction between Open Text Corporation (“OpenText” or “the

Company”) and GXS Group, Inc. (“GXS”), the proposed financing of the transaction and expected number of common shares outstanding on completion of

the transaction, the combined company’s plans, objectives, expectations and intentions, leadership in the EIM industry and in B2B data integration services,

creation of the largest information exchange trading network in the world and, the expected size, scope and growth of the combined company’s operations

and the market in which it will operate, expected synergies, as well as the expected timing and benefits of the transaction, may contain words such as “could”,

“expects”, “may”, “should”, “will”, “anticipates”, “believes”, “intends”, “estimates”, “targets”, “plans”, “envisions”, “seeks” and other similar language and are

considered forward-looking statements or information under applicable securities laws. These statements are based on the Company’s current expectations,

estimates, forecasts and projections about the proposed transaction and the operating environment, economies and markets in which the Company and GXS

operate. These statements are subject to important risks and uncertainties that are difficult to predict, and the actual outcome may be materially different.

These statements reflect beliefs and assumptions which are based on the Company’s and GXS’s perception of historical trends, current conditions and

expected future developments, as well as other factors management believes are appropriate in the circumstances. In making these statements, the

Company and GXS have made assumptions with respect to: the ability of the Company and GXS to achieve expected synergies and the timing of same; the

ability of the Company and GXS to predict and adapt to changing customer requirements, preferences and spending patterns; the ability of the Company and

GXS to protect their intellectual property; future capital expenditures, including the amount and nature thereof; trends and developments in the information

technology and financial sectors and other sectors of the economy which are related to these sectors; business strategy and outlook; expansion and growth of

business and operations; credit risks; anticipated acquisitions; future results being similar to historical results; expectations related to future general economic

and market conditions; and other matters. The Company’s and GXS’s beliefs and assumptions are inherently subject to significant business, economic,

competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The Company’s beliefs and assumptions

may prove to be inaccurate and consequently the Company's actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of risks and uncertainties relating to the

transaction and financing thereof, including: (a) the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-

consuming or costly than expected, which could result in additional demands on OpenText’s resources, systems, procedures and controls, disruption of its

ongoing business and diversion of management’s attention from other business concerns; (b) OpenText’s significantly increased levels of indebtedness as a

result of the proposed transaction, which could limit OpenText’s operating flexibility and opportunities; (c) OpenText’s inability to complete the anticipated

financing as contemplated by the commitment letter prior to the contractually required time for closing of the proposed transaction or otherwise secure

favorable terms for such financing; (d) the possibility that certain assumptions with respect to GXS or the proposed transaction could prove to be inaccurate;

(e) failure to receive, delays in the receipt of, or unacceptable or burdensome conditions imposed in connection with, all required regulatory approvals and the

satisfaction of the closing conditions to the proposed transaction; (f) the potential failure to retain key employees of OpenText or GXS as a result of the

proposed transaction or during integration of the businesses; and (g) disruptions resulting from the proposed transaction, making it more difficult to maintain

business relationships.

For additional information with respect to risks and other factors which could occur, see the Company’s Current Report on Form 8-K filed on November 5,

2013, Annual Report on Form 10-K, including Part I, Item 1A, “Risk Factors” therein, Quarterly Reports on Form 10-Q, other Current Reports on Form 8-K and

other securities filings with the Securities and Exchange Commission (the “SEC”) (which are available at the SEC’s website at www.sec.gov) and other

securities regulators. Many of these factors are beyond the Company’s control. Unless otherwise required by applicable securi ties laws, the Company

disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The common shares of OpenText will only be

issued pursuant to the terms of the Merger Agreement to holders of GXS capital stock that are “accredited investors” under the U.S. Securities Act of 1933, as

amended.


OpenText Has A Proven History of Acquisitions

Customer win:

Emergency Medicine

Physicians Information

Exchange Discovery CEM BPM ECM

Source: OpenText


OpenText Announces Acquisition of GXS Strategic Rationale


INFORMATION

EXCHANGE

New services with market

leading B2B Integration and

Messaging Services

INDUSTRIES

Strong focus on Financial

Services, Manufacturing,

CPG and Retail

CLOUD

SERVICES

Global, growing

managed services and

SaaS applications

business

ADJACENCY

Marquee install base with

ability to cross sell adjacent

products and services

TECHNOLOGY

GXS Trading Grid® with

550,000 trading partners,

14b transaction / year

MARKETS

Stronger presence in US,

Latin America, ASIA, Japan

BUYERS

Extend EIM buyers to

include Procurement and

Supply Chain, Accounting &

Treasury

SOFTWARE

B2B Integration Gateways,

and EDI/XML Translators


Finance Manufacturing Retail CPG Services Auto Government Energy &

Utilities Healthcare

Natural

Resources

On Premises | Cloud

ECM EIM EIM Cloud Services

EIM Platform + Information Exchange + EIM Trading Partners

Information Exchange (IX) B2B Integration Services

EIM Platform EIM Trading Partners

16B+ Transactions

600K+ Trading Partners

EIM Pillars

EIM Buyers

EIM Sources

EIM Community

• ECM

• CEM

• BPM

• Discovery

• Developer

• Analytics

• CIO

• CFO

• CMO

• CLO

• Procurement

• Customers

• Partners

• Vendors

• Suppliers

• ODMS

• Insurers

• 3PL

• Carriers

• Financial

Institutions

• ERP

• CRM

• MRP

• EIM

• Email

Cloud | On Premises

• Managed File Transfer

• Secure Email

• Fax

• Notification & Alerts

• B2B Managed Services

• SaaS Applications

• EDI Network

• Document Capture


Transaction Details(1)


Transaction announced November 5, 2013

Purchase Price of $1.165b

Purchase price is 2.4x FY12 total revenues

Financing commitment of $800m of Debt, $265m Cash, $100m of Equity

Targeting to onboard GXS to the OpenText operating model within 2 years

Targeting to be accretive to adjusted earnings for Fiscal Year 2014

Targeting to close within 90 days of announcement

Transaction is subject to customary closing conditions

(1) All dollar amounts in this presentation are in U.S. Dollars unless otherwise indicated.


About GXS


Leading provider of B2B Integration Services

B2B Integration market segment is estimated to be $5b by 2016 (Gartner, Competitive

Landscape: Integration Brokerage Published: 26 November 2012)

Global HQ in Gaithersburg, MD. EMEA HQ in Sunbury, UK. APAC HQ in Hong

Kong, PRC. Latin America HQ in Sao Paolo, Brazil. Japan HQ in Tokyo.

2,889 employees in 20 countries with 40 locations serving customers in 60

countries.

Marquee Customer base with over 50% of the Forbes Global 1000

FY12 Revenues of $487.5 million

FY12 Adjusted EBITDA of $146.5 million*

Leading B2B integration cloud - GXS Trading Grid® - with over 550,000 trading

partners

More company information can be found on www.gxs.com

*See slide 18 for reconciliation between Non-GAAP measures to GAAP measures

http://www.gxs.com


The Business Integration Challenge GXS Solves

Source: GXS


The Cloud Platform: GXS Trading Grid

Source: GXS


GXS Solution Overview

550k+ Trading

Partners

Source: GXS

68% of Fortune 500

50%+ of Global 1000


GXS Products and Services


Messaging Services Managed Services B2B Software &

Services

Data

Synchronization

Description

• Global B2B integration

platform that provides a link

between internally hosted

B2B gateway software

platforms.

• Provides for the secure,

automated and reliable

exchange of unstructured

business documents across

enterprises

• Comprehensive B2B

outsourcing service that

includes all of the

hardware, software and

staff required to manage an

entire B2B program

• Provides mapping and

Translation, Visibility

Dashboards, Business

Partner Onboarding,

Program Management and

Error Resolution

• Specialized B2B

integration gateways,

managed file transfer,

and high-performance

desktop EDI translators

• Allows customers to

deploy B2B integration

gateways on their

premises

• Catalogue service for

publishing, brand, price,

promotion, packaging,

weight, tax and regulatory

data for each global trade

item (“GTIN”)

• Enables the exchange of

product and price

information between the

suppliers of consumer

products and the retailers

that sell them

Key Features

• Value Added Network

• Protocol Mediation

• Audit Trails

• Supply Chain Visibility

• Invoicing

• PO to Cash

• Data Quality and

Compliance

• WEB EDI

• Process Administration

• Trading Community

Enablement

• Customer Premise

Software

• Connectivity

• Transformation

• Catalogs

Key

Advantages

• Established Global

Presence

• Large scale infrastructure

• Highly reliable, secure and

resilient platform

• End-to-end services across

entire value chain

• Extensive industry

expertise

• Successful track record of

implementation for

marquee clients

• Software designed for

the unique means of the

multi-enterprise B2B

data flows

• Supports “any-to-any

mapping and translation

• Enables “publish and

subscribe” model to help

synchronize supply chains

using standardized product

information

Source: GXS


Case Study – Global Financial Services Firm

OPENTEXT OPENTEXT HIGHLY CONFIDENTIAL. DRAFT. NOT AUDITED Source: GXS


Case Study – Global Pharmaceutical Manufacturer

OPENTEXT OPENTEXT HIGHLY CONFIDENTIAL. DRAFT. NOT AUDITED Source: GXS


Diverse, Broad Base of Marquee Customers

OPENTEXT

Financial

Services Retail

Consumer

Goods Manufacturing Hi-Tech

Key Stats

80% of Fortune Top 20

Retailers

56% of Top 50 Global

Retailers

100% of Fortune 500

Apparel

Key Stats

9 of Top 10 Computer

OEMs

9 of Top 10

Semiconductor

8 of Top 10

Distributors

Strong presence

throughout Asia

Key Stats

85% of Fortune 500

Banking and Savings

Institutions

Global presence in

all

major banking

centers worldwide

Key Stats


Consumer Packaged

Goods (CPG)


CPG

90% of Fortune 500

CPG

Other

Key Stats

70% of Fortune 500

Transportation &

Logistics

67% of Fortune 500

Telecoms

80% of Fortune 500

Utilities

Key Stats

83% of Fortune 500

Industrial

Manufacturers

80% of Top 10

Automotive OEMs

79% of Fortune 500

Aerospace & Defense Source: GXS

GXS customer base spans major industry verticals with leading players as customers, including over 68% of the U.S. Fortune 500 and

~50% of the Forbes Global 1000(2)

(2) Forbes Global 1000 is an annual ranking of public companies in the world by four metrics: sales, profit,

assets, and market value (reflects CY2012 list).

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Summary


Proven history of acquisitions

Strong strategic rationale

Evolution to EIM Cloud Services

Financing commitment of $800m of Debt, $265m Cash, $100m of Equity

Targeting to onboard GXS to the OpenText operating model within 2 years

Targeting to be accretive to adjusted earnings for Fiscal Year 2014

Targeting to close within 90 days of announcement

Transaction is subject to customary closing conditions


Unleashing the Power of Information


Appendix A


In addition to reporting financial results in accordance with U.S. GAAP, GXS Worldwide, Inc. (the Company) provides certain financial

measures that are not in accordance with U.S. GAAP (non-GAAP).These non-GAAP financial measures have certain limitations in that

they do not have a standardized meaning and thus the Company's definition may be different from similar non-GAAP financial measures

used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's

financial performance to that of other companies. However, the Company's management compensates for these limitations by providing

the relevant disclosure of the items excluded in the calculation of these non-GAAP financial measures both in its reconciliation to the

U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the

Company's results.

The Company uses these non-GAAP financial measures to supplement the information provided in its consolidated financial statements,

which are presented in accordance with U.S. GAAP. The presentation of non-GAAP financial measures are not meant to be a substitute

for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a

supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and

not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement

the disclosure of the U.S. GAAP measures with certain non-GAAP measures defined below.

The Company believes the provision of supplemental non-GAAP measures allow investors to evaluate the operational and financial

performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful

indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of

operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company

considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary non-GAAP financial measures

that exclude certain items from the presentation of its financial results in this presentation.

The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial measures to non-U.S. GAAP-based financial

measures for the following periods presented:

Use of Non-GAAP Financial Measures


Reconciliation Between GAAP Net Income and Non-GAAP

Adjusted EBITDA (GXS Worldwide, Inc.)


GXS WORLDWIDE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Adjusted EBITDA

(In thousands)

(Unaudited)

2012 2011 2013

Net income (loss) ($10,149) ($1,259) ($10,027)

Adjustments:

Income tax expense 3,883 6,784 1,923

Interest expense, net 84,649 82,755 42,135

Depreciation and amortization* 56,485 55,680 27,525

EBITDA $ 134,868 $ 143,960 $ 61,556

Stock compensation expense 907 733 582

Other (income) expense, net 5,129 2,237 3,739

Restructuring charges 1,542 2,469 1,219

Merger and acquisition fees 3 227 -

Loss on disposition of assets - - -

Integration costs (1) - 154 -

Deferred income adjustment (2) 25 1430 -

Management fees 4,000 4,000 2,000

Total adjustments 11,606 11,250 7,540

Adjusted EBITDA $146,474 $155,210 $69,096

____________

*Depreciation $36.983M, Amotization $19.502M

(1) Integration costs represented certain incremental operating expenses associated with the integration of the

Inovis business

(2) Purchase accounting requires that deferred income of an acquired business be written down to fair value of the

underlying obligations plus associated margin at the date of acquisition.

Year Ended December 31 Six Months Ended June 30

The above information is extracted from previously reported public filings made by GXS Worldwide Inc. and Subsidiaries, in their annual

and quarterly reports filed under forms 10K/Q.

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Presentation - Corporate Solutions