Status:  Likely Clearance

Acquirer:  Open Text Corporation (Canada)

Acquired: Guidance Software (US)

Value: Approximately US$240 million

Industry: Software; Technology Services

On July 26, 2017, Guidance Software, Inc., a California based software solutions company specializing in digital investigations and forensic security software, announced a definitive agreement to be acquired by Open Text Corporation, a Canadian enterprise information management company.  (Guidance Software Press Release, Guidance Enters Into Definitive Merger Agreement With Open Text, July 26, 2017.)  Pursuant to the merger agreement, the filing of a CFIUS Notification is required if “[Open Text] determines it is advisable or CFIUS requests or requires filings . . .” (Section 5.5(d), Agreement and Plan of Merger, Guidance Software Form 8-K, Ex-2.1, July 26, 2017, SEC Filing.)  According to a recent SEC filing by Guidance Software, Open Text and Guidance Software now “intend to file with CFIUS a joint voluntary notice . . . however, clearance by CFIUS is not a condition precedent to the completion of the Transactions.” (Guidance Software Schedule 14D-9, Aug. 8, 2017, SEC Filing.) On September 14, 2017, “OpenText completed its acquisition of the Company pursuant to the terms of the Merger Agreement.” (Guidance Software Inc.,  Form 8-K, Sept. 13, 2017, SEC Filing.)

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