This Schedule 14D-9 filing relates solely to preliminary
communications made before the commencement of a planned tender offer (the Offer) by Coral Merger Sub Inc. (Merger Sub), a wholly owned subsidiary of Open Text Corporation (OpenText), for all of the outstanding
shares of common stock, par value $0.01 per share of Carbonite, Inc. (Carbonite), to be commenced pursuant to the Agreement and Plan of Merger, dated November 10, 2019, among Carbonite, OpenText and Merger Sub. If successful, the
Offer will be followed by a merger of Merger Sub with and into Carbonite (the Merger).
This Schedule
14D-9 filing consists of the following documents relating to the proposed Offer and Merger:
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Exhibit 99.1: Webroot letter to customers, first used November 14, 2019
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Notice to Investors and Security Holders
The Offer
referred to in this communication has not yet commenced. The description contained in this communication is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials
that OpenText and Merger Sub will file with the Securities and Exchange Commission (the SEC). The solicitation and offer to buy the outstanding shares of common stock, par value $0.01 per share, of Carbonite (the Shares) will
only be made pursuant to an offer to purchase and related tender offer materials. At the time the Offer is commenced, OpenText and Merger Sub will file a tender offer statement on Schedule TO and thereafter Carbonite will file a
solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the
SECs website at www.sec.gov. Additional copies may be obtained for free by contacting OpenText or Carbonite. Copies of the documents filed with the SEC by Carbonite will be available free of charge on Carbonites internet website at
https://investor.carbonite.com or by contacting Carbonites Investor Relations Department at (617) 587-1102. Copies of the documents filed with the SEC by OpenText will be available free of charge on
OpenTexts internet website at https://investors.opentext.com or by contacting OpenTexts Investor Relations Department at (415) 963-0825.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation
statement, Carbonite and OpenText will each file annual, quarterly and current reports with the SEC. You may read and copy any reports or other information filed by OpenText or Carbonite at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Carbonites and OpenTexts filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
The information contained in
this communication is as of November 14, 2019. Carbonite assumes no obligation to update forward-looking statements contained in this communication as the result of new information or future events or developments.
This communication contains forward-looking information related to Carbonite, OpenText and the proposed acquisition of Carbonite by OpenText that involves
substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this document and the accompanying exhibits include, among other things,
statements about the potential benefits of the proposed acquisition, Carbonites and OpenTexts plans, objectives, expectations and intentions and the anticipated timing of closing of the proposed acquisition. Risks and uncertainties
include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including
uncertainties as to how many of Carbonites stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the
requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on
these approvals and the risk that one or more governmental entities may deny approval); risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits and accretion
from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses