TIDMMCRO
RNS Number : 1840D
Micro Focus International plc
25 April 2017
25 April 2017
Micro Focus International plc
Announcement of Board Changes Pursuant to Micro Focus and HPE
Software Merger
On 7 September 2016, Micro Focus International plc ("Micro
Focus" "the Company" or "the Group") and Hewlett Packard Enterprise
Company ("HPE") announced that they had reached a definitive
agreement (the "Merger Agreement") on the terms of a transaction
(the "Transaction") pursuant to which the Company agreed to acquire
HPE's software business segment ("HPE Software") by way of a merger
(the "Merger") of a wholly owned subsidiary of Micro Focus, with
Seattle SpinCo, Inc., a wholly owned subsidiary of HPE formed to
hold HPE Software for the purposes of the Transaction.
The Merger Agreement includes certain provisions regarding the
composition of the Board of Micro Focus following the closing of
the Merger ("Completion"). Specifically, HPE has the right to
nominate one new Non-Executive Director who is a serving executive
of HPE and one-half of the independent Non-Executive Directors, in
each case subject to approval by a majority of the Micro Focus
Nomination Committee.
In line with the Merger Agreement, the Micro Focus Nomination
Committee and Board are pleased to announce the following
changes:
Effective 15(th) May 2017, Silke Scheiber and Darren Roos will
join the Board as two of the three independent Non-Executive
Directors nominated by HPE pursuant to the Merger Agreement. Upon
Completion, John Schultz, the Executive Vice President and General
Counsel of HPE, will join the Board as the Non-Executive Director
nominated by HPE who is a serving executive of HPE. The Board has
determined that Mr Schultz will therefore not be independent. In
addition, Chris Hsu, who will become CEO of Micro Focus upon
Completion, will join the Board at that time. An additional
independent Non-Executive Director, nominated by HPE and to be
approved by the Micro Focus Nomination Committee, is expected to be
appointed after Completion.
Silke Scheiber was an investment professional at Kohlberg Kravis
Roberts & Co. Partners LLP, London, UK from July 1999 and
became member in 2012. She retired from KKR in 2015. Prior to KKR,
Silke worked at Goldman, Sachs & Company oHG, Frankfurt,
Germany from 1996 to 1999. Silke, who is Austrian, graduated from
the University of St. Gallen, Switzerland. During the past five
years Silke was a former director of Kion Group AG, Germany and WMF
AG, Germany and is a current director of CNH Industrial N.V., the
Netherlands.
Darren Roos is a technology leader who has spent nearly 20 years
building businesses worldwide. Darren, who is South African, spent
9 years with Software AG and served on its board. Over the past 3
years with SAP he has been responsible for the SAP Northern
European business. Darren is currently the President of SAP's
S/4HANA ERP Cloud business, where he guides SAP's customers on
their journey to innovation through digital transformation.
John Schultz is Executive President, General Counsel and
Corporate Secretary for HPE. He held the same role at HP, prior to
the company's separation into two companies, HPE and HP Inc. John,
who is a US citizen, joined HP in 2008 as Deputy General Counsel
for Litigation, Investigations and Global Functions, managing all
major litigation filed against the company globally. Before joining
HP, John was a partner in the litigation practice of Morgan Lewis
focusing on complex litigation. He also worked at Drinker Biddle
& Reath for 14 years, where he specialized in commercial and
product liability litigation. John holds a bachelor's degree from
Albright College and a J.D. degree from the University of
Pennsylvania Law School. John is a current director of Umpqua
Holdings Corporation, Portland, Oregon.
There are no other details to be disclosed in respect of the
requirements of paragraph 9.6.13R of the Listing Rules of the UK
Financial Services Authority
Steve Schuckenbrock and Tom Virden will both resign as Directors
of Micro Focus, effective today, to ensure that the composition of
the Board remains in line with the UK corporate governance code and
meets the requirements of the Merger Agreement. We would like to
thank Steve and Tom for their significant contributions to Micro
Focus.
Stephen Murdoch remains CEO of Micro Focus until Completion and
will then become COO and simultaneously step down from the
Board.
As a result of the above changes the Board composition following
Completion will be:
Executive Directors:
Kevin Loosemore - Executive Chairman
Chris Hsu - Micro Focus CEO
Mike Phillips - CFO
Nils Brauckmann - CEO SUSE
Non-Executive Directors:
Karen Slatford - Senior Independent Non-Executive Director
Richard Atkins - Independent Non-Executive Director
Amanda Brown - Independent Non-Executive Director
Silke Scheiber - Independent Non-Executive Director
Darren Roos - Independent Non-Executive Director
John Schultz - Non-Executive Director (Non-Independent)
An additional independent Non-Executive Director, nominated by
HPE and approved by the Micro Focus Nomination Committee, is
expected to be appointed after Completion.
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 3556 5605
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 four pillars (I) IT Operations Management, (II) Application
Testing & Delivery Management, (III) Security and Information
Governance and (IV) Big Data Platform Analytics. Its software
offerings include licences, support, SaaS and Professional Services
across its product portfolio.
The business operates a global footprint spanning the Americas,
Asia Pacific & Japan and EMEA regions, with over 30,000
customers across the world. The business currently works with 98 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
Except as otherwise explicitly stated, 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.
NO PROFIT FORECAST
No statement in this announcement is intended as a profit
forecast of Micro Focus or a profit estimate of Micro Focus and no
statement in this announcement should be interpreted to mean that
earnings per Micro Focus share for the current or future financial
years would necessarily match or exceed the historical published
earnings per Micro Focus share.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this announcement (including
information incorporated by reference in this announcement), oral
statements made regarding the proposed business combination between
Micro Focus and HPE Software announced by Micro Focus on 7
September 2016 (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. The forward-looking statements contained in this
communication 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 HPE's Annual Report on
Form 10-K for the fiscal year ended October 31, 2016 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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April 25, 2017 02:01 ET (06:01 GMT)
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