An investigation on behalf of current investors in Vignette Corporation (NASDAQ: VIGN), who purchased their VIGN shares before March 06, 2009, over potential breaches of fiduciary duty by certain members of the board of directors of Vignette Corp was announced.

According to the investigation by a law firm the investigation focuses on the circumstances surrounding the acquisition of Vignette Corp. (Nasdaq: VIGN) by Open Text Corporation concerning possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Vignette arising out of their agreement to sell Vignette Corp to Open Text. On May 06, 2009 Open Text Corporation (NASDAQ: OTEX) and Vignette Corporation announced that they have entered into a definitive agreement pursuant to which Vignette will become a wholly owned subsidiary of Open Text. Open Text Corp offered to take over Vignette Corp for $8.00 in cash plus 0.1447 of Open Text common share for every Vignette common share, or approximately $12.70 per share at close of market on May 5, 2009, valuing the deal at $310 million. John Shackleton, President and Chief Executive Officer of Open Text, stated 'The combination of Vignette with Open Text will extend the breadth of our offerings and further Open Text's positioning as the leading independent ECM vendor in the marketplace.'

According to the investigation the transaction appears to be unfair given that, among other things, Vignette Corps shares traded as high as $13.97 per share as recently as August 2008, Vignette has $5.83 per share in cash with zero debt, and a book value per share of $11.47. Thus, the price agreed to by Vignettes Board appears to offer little premium to shareholders, so the investigation. Vignette Corp. provides Web content management, portal, collaboration, integration, interaction management, document and records management and imaging and workflow technologies and is located in Austin, Texas. Vignette Corporation had $191.81million in total revenue in 2007 and $169.55million in 2008. Shares of Vignette Corp traded recently at $12.37 per share and had a 52weekHigh of $13.97 per share. Shares of Vignette Corp reached over $20 per share and over $989.01 in 2000.