TIDMMCRO
RNS Number : 4112O
Micro Focus International plc
31 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
31 January 2023
RECOMMED CASH ACQUISITION
of
MICRO FOCUS INTERNATIONAL PLC ("MICRO FOCUS")
by
OPEN TEXT CORPORATION ("OPENTEXT")
through its wholly-owned subsidiary, Open Text UK Holding
Limited ("Bidco")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes effective
On 25 August 2022, the boards of Micro Focus and OpenText
announced that they had reached agreement on the terms and
conditions of a recommended all cash acquisition of the entire
issued, and to be issued, share capital of Micro Focus (the
"Acquisition"), to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme was published on
20 September 2022 (the "Scheme Document").
On 27 January 2023, Micro Focus announced that the High Court of
England and Wales had made an order sanctioning the Scheme under
section 899 of the Companies Act at the Scheme Court Hearing held
on that day.
Micro Focus and OpenText are pleased to announce that, following
the delivery of a copy of the Scheme Court Order to the Registrar
of Companies today, the Scheme has now become effective in
accordance with its terms and the entire issued and to be issued
ordinary share capital of Micro Focus is now owned by Bidco.
Suspension and cancellation of listing and trading
The listing of Micro Focus Shares on the premium listing segment
of the Official List and the admission to trading of Micro Focus
Shares on the London Stock Exchange's Main Market for listed
securities were suspended with effect from 7:30 a.m. today.
The de-listing of Micro Focus Shares from the premium listing
segment of the Official List and the cancellation of the admission
to trading of Micro Focus Shares on the London Stock Exchange's
main market for listed securities have been applied for and are
expected to take effect by 8:00 a.m. on 1 February 2023. The
cancellation of the listing of the Micro Focus ADSs on the New York
Stock Exchange has been or will be applied for in the course of
today and is expected to take effect on 10 February 2023. In
addition, there has been made or will be made an application to
terminate Micro Focus's registration with the SEC.
Settlement of consideration
A Scheme Shareholder on the register of members of Micro Focus
at the Scheme Record Time, being 6.00 p.m. on 30 January 2023, will
be entitled to receive 532 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, as set out in the
Scheme Document (being 14 February 2023).
Board changes
As the Scheme has now become effective, Stephen Murdoch, Matthew
Ashley, Richard Atkins, Amanda Brown, Pauline Campbell, Lawton
Fitt, Gregory Lock, Debra Polishook, Vidya Rao and Robert
Youngjohns have stepped down from the Micro Focus Board; Stephen
Murdoch has also departed as CEO of Micro Focus with effect from
today's date. OpenText announces that Christian Waida, Mark
Wilkinson and Madhu Ranganathan have been appointed as directors of
Micro Focus, which is now a wholly-owned subsidiary of
OpenText.
Full details of the Acquisition are set out in the Scheme
Document.
General
If any of the dates and/or times set out above change, the
revised dates and/or times will be notified to Micro Focus
Shareholders by announcement through a Regulatory Information
Service and to Micro Focus ADS Holders by announcement, which Micro
Focus will furnish to the SEC on Form 6-K.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. All references to times in this
Announcement are to London, United Kingdom times unless otherwise
stated.
Enquiries:
Micro Focus +44 (0) 1635 32646
Ben Donnelly, Investor Relations Investors@microfocus.com
Goldman Sachs International (Lead
financial adviser to Micro Focus)
Jung Min
Nicholas van den Arend
Nick Harper +44 (0) 20 7774 1000
Numis Securities Limited (Financial
adviser and corporate broker to Micro
Focus)
Simon Willis
Joshua Hughes
Havish Patel +44 (0) 20 7260 1000
Jefferies International Limited (Financial
adviser and corporate broker to Micro
Focus)
Sam Barnett
Philip Noblet +44 (0) 20 7029 8000
Brunswick (PR Adviser to Micro Focus) +44 (0) 20 7404 5959
Sarah West microfocus@brunswickgroup.com
Jonathan Glass
OpenText
Harry Blount, SVP, Investor Relations +1 415 963 0825
Barclays Bank PLC, acting through
its Investment Bank (Sole financial
adviser to OpenText and Bidco)
Omar Faruqui
Bruce Rothney
Steven Markovich
Michael Keslosky
Darren Johnson +44 (0) 20 7623 2323
Slaughter and May and Cravath, Swaine & Moore LLP are acting
as legal advisers to Micro Focus.
Allen & Overy LLP and Cleary Gottlieb Steen & Hamilton
LLP are acting as legal advisers to OpenText and Bidco.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Micro
Focus in any jurisdiction in contravention of applicable law.
The Acquisition has been implemented solely by means of the
Scheme Document, which (together with the Forms of Proxy) contains
the full terms and conditions of the Acquisition including details
of how to vote in respect of the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important notices relating to financial advisers
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively for OpenText and Bidco and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
OpenText and Bidco for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the
Acquisition or any other matter referred to in this
Announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the U.S. Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act"), Barclays and its
affiliates will continue to act as exempt principal trader in Micro
Focus securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at www.londonstockexchange.com
. This information will also be publicly disclosed in the United
States to the extent that such information is made public in the
United Kingdom.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Micro Focus and no one
else in connection with the Acquisition and will not be responsible
to anyone other than Micro Focus for providing the protections
afforded to clients of Goldman Sachs or for providing advice in
connection with the matters referred to in this Announcement. No
representation or warranty, express or implied, is made by Goldman
Sachs as to the contents of this Announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Micro Focus and no one else in connection with the Acquisition
and the contents of this Announcement and will not be responsible
to anyone other than Micro Focus for providing the protections
afforded to clients of Numis nor for providing advice in relation
to the Acquisition, the contents of this Announcement, or any
matters referred to herein. Neither Numis nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Numis in
connection with this Announcement, any statement contained herein
or otherwise.
Jefferies International Limited (" Jefferies "), which is
regulated in the United Kingdom by the FCA, is acting as financial
adviser exclusively for Micro Focus and no one else in connection
with the matters set out in this Announcement. In connection with
such matters, Jefferies will not regard any other person as its
client and will not be responsible to anyone other than Micro Focus
for providing the protections afforded to clients of Jefferies or
for providing advice in relation to the contents of this
Announcement or any other matter referred to herein. Neither
Jefferies nor any of its subsidiaries, affiliates or branches owes
or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are not resident in the UK or who are
subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Acquisition may be affected by
the laws of the relevant jurisdictions in which they are located or
to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by OpenText or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements
of English law, the Code, the Panel, the London Stock Exchange and
the FCA.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws or regulations of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of acceptance of the
Acquisition.
Additional information for U.S. investors
U.S. shareholders (and Micro Focus ADS Holders) should note that
the Acquisition relates to an offer for the shares of a UK company
that is a "foreign private issuer" as defined under Rule 3b-4 of
the U.S. Exchange Act and is being made by means of a scheme of
arrangement provided for under English company law. The
Acquisition, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules
under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the procedural and disclosure
requirements, rules and practices applicable to a scheme of
arrangement involving a target company in the UK listed on the
London Stock Exchange, which differ from the requirements of the
U.S. tender offer and proxy solicitation rules. If, in the future,
OpenText exercises its right to implement the Acquisition by way of
a Takeover Offer and determines to extend the Takeover Offer into
the United States, the Acquisition will be made in compliance with
applicable U.S. securities laws and regulations, including Sections
14(d) and 14(e) of the U.S. Exchange Act and Regulation 14D and 14E
thereunder. Such a Takeover Offer would be made in the United
States by OpenText and/or Bidco (a wholly-owned subsidiary of
OpenText) and no one else.
The financial information with respect to Micro Focus included
in this Announcement and the Scheme Document has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S.
GAAP.
It may be difficult for U.S. shareholders and Micro Focus ADS
Holders to enforce their rights and any claims they may have
arising under the U.S. federal securities laws in connection with
the Acquisition, since Micro Focus, OpenText and Bidco are each
located in a country other than the United States, and some or all
of their respective officers and directors may be residents of
countries other than the United States. U.S. shareholders and Micro
Focus ADS Holders may not be able to sue Micro Focus, OpenText,
Bidco or their respective officers or directors in a non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel Micro Focus, OpenText or Bidco and their
respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
The receipt of cash pursuant to the Scheme by U.S. shareholders
(and Micro Focus ADS Holders) as consideration for the cancellation
of its Micro Focus shares pursuant to the Scheme may be a taxable
transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws. Each Micro Focus Shareholder (including U.S. shareholders)
and Micro Focus ADS Holder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable U.S.
federal, state and local, as well as foreign and other, tax
laws.
Micro Focus is currently subject to the informational
requirements of the U.S. Exchange Act and, in accordance therewith,
files reports and other documents with the SEC. Reports and other
information filed by Micro Focus with the SEC may be obtained free
or charge from the SEC's website at www.sec.gov.
Neither the SEC nor any U.S. state securities commission has
approved, disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant
to Rule 14e-5(b) of the U.S. Exchange Act (if applicable),
OpenText, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities of Micro Focus outside of the United States, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made, they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and would
comply with applicable law, including the U.S. Exchange Act. Any
information about such purchases or arrangements to purchase will
be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by OpenText, Bidco and
Micro Focus contain statements which are, or may be deemed to be,
"forward-looking statements". All statements, other than statements
of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and
projections of OpenText, Bidco and Micro Focus about future events,
and are therefore subject to risks and uncertainties which could
cause actual results, performance or events to differ materially
from those expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on the OpenText Group, the Micro Focus Group and the
Enlarged Group, the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "budget",
"targets", "aims", "scheduled", "estimates", "forecast", "intends",
"anticipates", "seeks", "prospects", "potential", "possible",
"assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. OpenText, Bidco and Micro Focus give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the
control of OpenText, Bidco and/or Micro Focus) because they relate
to events and depend on circumstances that may or may not occur in
the future.
There are a number of factors that could affect the future
operations of the OpenText Group, the Micro Focus Group and/or the
Enlarged Group and that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include the satisfaction
(or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and
economic conditions; the impact of the Covid-19 pandemic or other
pandemics, asset prices; market--related risks such as fluctuations
in interest rates and exchange rates, industry trends, competition,
changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including
changes related to capital and tax), changes in political and
economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict, disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and
currency fluctuations), the timing impact and other uncertainties
of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any
anticipated synergy benefits when the Acquisition is implemented
(including changes to the board and/or employee composition of the
Enlarged Group), the inability of the OpenText Group to integrate
successfully the Micro Focus Group's operations and programmes when
the Acquisition is implemented, the Enlarged Group incurring and/or
experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or
difficulties relating to the Acquisition when the Acquisition is
implemented. Other unknown or unpredictable factors could affect
future operations and/or cause actual results to differ materially
from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such
factors.
Each forward-looking statement speaks only as of the date of
this Announcement. Neither OpenText Group nor Micro Focus Group,
nor any of their respective associates or directors, officers or
advisers, provides any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this Announcement will actually
occur. Forward-looking statements involve inherent risks and
uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code, the UK
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules), neither the OpenText Group nor the Micro Focus
Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Publication on a website
This Announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on OpenText's website at
https://investors.opentext.com/ and on Micro Focus's website at
https://www.microfocus.com/en-us/investors by no later than 12 noon
(London time) on the Business Day following the publication of this
Announcement. Neither the content of any of the websites referred
to in this Announcement nor the content of any website accessible
from hyperlinks in this Announcement is incorporated into, or forms
part of, this Announcement.
Right to request hard copies
Micro Focus Shareholders may, subject to applicable securities
laws, request a hard copy of this Announcement (and any information
incorporated into it by reference to another source) by contacting
Micro Focus 's registrars, Equiniti, between 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (excluding public holidays in
England and Wales) on 0371 384 2734 (textphone for shareholders
with hearing difficulties 0371 384 255) within the United Kingdom
or on +44 (0)121 415 0804 from overseas, or by submitting a request
in writing to Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA, United Kingdom, with an address to which the hard copy may be
sent. Calls are charged at the standard geographic rate and will
vary by provider. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a
hard copy of this Announcement will not be sent unless so
requested. Micro Focus Shareholders may, subject to applicable
securities laws, also request that all future documents,
announcements and information to be sent in relation to the
Acquisition should be in hard copy form.
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END
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