TIDMMCRO
RNS Number : 0279S
Micro Focus International plc
16 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
16 December 2016
Micro Focus International plc
HPE files Form 10-K with Securities and Exchange Commission
On 7 September 2016, Micro Focus International plc ("Micro
Focus") announced the proposed acquisition of Hewlett Packard
Enterprise's ("HPE") software business segment ("HPE Software")
(the "Transaction"). The Transaction constitutes a reverse takeover
for Micro Focus under the Listing Rules. In accordance with Listing
Rule 5.6.15G(4), on 22 November 2016, Micro Focus disclosed
information from HPE's financial results for the twelve months
ended 31 October 2016 and the three months ended 31 October 2016,
as it related to HPE Software.
HPE has today filed its Form 10-K in respect of the twelve
months ended 31 October 2016 with the Securities and Exchange
Commission.
This document can be viewed on the following website:
http://investors.hpe.com/financial/sec-filings
For further information please contact:
Micro Focus International Plc
Kevin Loosemore (Executive Chairman)
Mike Phillips (Chief Financial Officer)
Tim Brill (Director, Corporate Communications & IR)
+44 16 3555 6655
Powerscourt (PR adviser)
Juliet Callaghan
+44 20 7250 1446
About Micro Focus
Micro Focus (LSE: MCRO.L) is a global enterprise software
company supporting the technology needs and challenges of the
Forbes Global 2,000 (the top 2,000 public companies in the world by
as determined Forbes magazine). Our solutions help organisations
leverage existing IT investments, enterprise applications and
emerging technologies to address complex, rapidly evolving business
requirements while protecting corporate information at all times.
Micro Focus's Product Portfolios are Micro Focus and SUSE. Within
Micro Focus our solution portfolios are COBOL Development and
Mainframe Solutions, Host Connectivity, Identity and Access
Security, IT Development and Operations Management Tools, and
Collaboration and Networking. For more information, visit:
www.microfocus.com. SUSE, a pioneer in Open Source software,
provides reliable, interoperable Linux, cloud infrastructure and
storage solutions that give enterprises greater control and
flexibility. For more information, visit: www.SUSE.com.
About HPE Software
HPE Software is a leading global infrastructure software
provider that allows customers to automate IT operations to
simplify, accelerate and secure business processes. The company
offers a broad range of software for enterprises of all sizes
across five pillars (I) IT Operations Management, (II) Application
Delivery Management, (III) Enterprise Security and Information
Management & Governance and (IV) Big Data Analytics. Its
software offerings include licenses, support, SaaS and Professional
Services across its product portfolio.
The business operates a global footprint spanning the Americas,
Asia Pacific & Japan and EMEA regions, engaging with c. 5,000
partners and over 50,000 customers across the world. The business
currently works with 94 of the Fortune 100 companies.
IMPORTANT NOTICE:
The information contained in this announcement is not for
release, publication or distribution to persons in any jurisdiction
where to do so would breach any applicable law. No public offer of
securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
The release, publication or distribution of this announcement
in, into or from jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
NO INCORPORATION OF WEBSITES
Neither the content of the Micro Focus website nor the HPE
website, nor any other website accessible via hyperlinks on either
such website, is incorporated into, or forms part of, this
communication.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in the Form 10-K referred to in this
announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Transaction,
and other information published by Micro Focus or HPE may contain
certain statements about Micro Focus, HPE and HPE Software that are
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements may include statements about the expected effects on
Micro Focus, HPE and HPE Software of the Transaction, the
anticipated timing and benefits of the Transaction, Micro Focus'
and HPE Software's anticipated standalone or combined financial
results and all other statements in this document other than
historical facts. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "intends", "will", "likely", "may",
"anticipates", "estimates", "projects", "should", "would",
"expect", "positioned", "strategy", "future" or words, phrases or
terms of similar substance or the negative thereof, are
forward-looking statements. These statements are based on the
current expectations of the management of Micro Focus, HPE or HPE
Software (as the case may be) and are subject to uncertainty and
changes in circumstances and involve risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. As such,
forward-looking statements should be construed in light of such
factors. Neither Micro Focus nor HPE, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur or that if any of the events
occur, that the effect on the operations or financial condition of
Micro Focus, HPE or HPE Software will be as expressed or implied in
such forward-looking statements. Forward-looking statements
contained in this communication based on past trends or activities
should not be taken as a representation that such trends or
activities will necessarily continue in the future. In addition,
these statements are based on a number of assumptions that are
subject to change. Such risks, uncertainties and assumptions
include: the satisfaction of the conditions to the Transaction and
other risks related to the completion of the Transaction and
actions related thereto; Micro Focus' and HPE's ability to complete
the Transaction on anticipated terms and schedule, including the
ability to obtain shareholder or regulatory approvals of the
Transaction; risks relating to any unforeseen liabilities of Micro
Focus or HPE Software; future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness,
financial condition, losses and future prospects of Micro Focus,
HPE Software and the resulting combined company; business and
management strategies and the expansion and growth of the
operations of Micro Focus, HPE Software and the resulting combined
company; the ability to successfully combine the business of Micro
Focus and HPE Software and to realize expected operational
improvement from the Transaction; the effects of government
regulation on the businesses of Micro Focus, HPE Software or the
combined company; the risk that disruptions from the Transaction
will impact Micro Focus' or HPE Software's business; and Micro
Focus', HPE Software's or HPE's plans, objectives, expectations and
intentions generally. Additional factors can be found under "Risk
Factors" in the Form 10-K referred to in this announcement and
subsequent Quarterly Reports on Form 10-Q. For a discussion of
important factors which could cause actual results to differ from
forward looking statements relating to Micro Focus, refer to Micro
Focus's Annual Report and Accounts 2016. Forward-looking statements
included herein are made as of the date hereof, and none of Micro
Focus, HPE Software or HPE undertakes any obligation to update
publicly such statements to reflect subsequent events or
circumstances.
Subject to any requirement under applicable law, Micro Focus
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
communication.
NO OFFER OR SOLICITATION
This announcement is for information purposes only and does not
constitute a prospectus or offering memorandum or an offer in
respect of any securities and is not intended to provide the basis
for any decision in respect of Micro Focus, HPE or any other entity
and should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities. Neither the
issue of this announcement nor any part of its contents constitutes
an offer to sell or invitation to purchase any securities of Micro
Focus, HPE or any other entity and no information set out in this
announcement or referred to in other written or oral information is
intended to form the basis of any contract of sale, investment
decision or any decision to purchase any securities in it.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States of America. No offer to acquire
securities or to exchange securities for other securities has been
made, or will be made, and no offer of securities has been made, or
will be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States of America or any other country or jurisdiction
in which such offer may not be made other than (i) in accordance
with the requirements under the US Securities Exchange Act of 1934,
as amended, a registration statement under the US Securities Act of
1933, as amended, or the securities laws of such other country or
jurisdiction, as the case may be, or (ii) pursuant to an available
exemption therefrom.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication relates to, amongst other things, the
Transaction. The Transaction will be submitted to Micro Focus'
shareholders for their consideration and approval. In connection
with the Transaction, Micro Focus will file relevant materials with
the SEC, including a registration statement containing a prospectus
relating to Micro Focus' American Depositary Shares to be issued in
connection with the Transaction, and Seattle Spinco, Inc., a wholly
owned subsidiary of HPE will file a registration statement with the
SEC. Micro Focus will mail the prospectus contained in the
registration statement to HPE's stockholders. This communication is
not a substitute for the registration statements or other
document(s) that Micro Focus and/or HPE may file with the SEC in
connection with the Transaction. INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PARTIES AND THE TRANSACTION. Shareholders
will be able to obtain copies of these documents (when they are
available) and other documents filed with the SEC with respect to
Micro Focus free of charge from the SEC's website at www.sec.gov.
These documents (when they are available) can also be obtained free
of charge from Micro Focus upon written request to Micro Focus'
investor relations or HPE's investor relations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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