The deal pegs Carbonite with a $1.42 billion enterprise value, reflecting the Boston company's cash and debt.
The $23 offer price is a 25% premium to Friday's close and a 78% premium to Carbonite's closing stock price on Sept. 5. That was the last trading day before a Bloomberg News report discussed a potential sale process.
"Following expressions of interest from multiple parties, the Carbonite board conducted a thorough and comprehensive process, which included contact with a number of strategic and financial parties," said Steve Munford, Carbonite's interim CEO and executive chairman, in a release.
Mark Barrenechea, CEO of Waterloo, Ontario-based Open Text, said in a release the acquisition will strengthen Open Text's position in cloud platforms and complete end-point security and protection.
Carbonite shares at last check were up 24% at $22.90. The stock traded above $30 a year ago. Open Text shares rose 3% to $42.88.
Carbonite also reported a third-quarter net loss of $14 million, or 40 cents a share, compared with net income of $600,000, or 2 cents, in the year-earlier period. Adjusted earnings were 60 cents versus 48 cents.
Revenue climbed 62% to $125.6 million. Adjusted revenue of $135 million increased 71% year-over-year.
Analysts were expecting earnings of 46 cents on revenue of $131.5 million, according to FactSet.