opentext acquires micro focus

Those Micro Focus cyber tools might come in handy as OpenText continues to scale its own cybersecurity business and related MSSP and MDR services. Ironically, the deal surfaces roughly three years after OpenText said it did not plan to acquire Micro Focus. The proceeds of the Term Loan Credit Agreementwill only be used to finance the Acquisition. OpenText has announced that it has reached agreement on the terms of a recommended all-cash offer to be made by Open Text Corporation (the Company), through its wholly-owned subsidiary, OpenText UK Holding Limited (Bidco), to acquire the entire issued and to be issued share capital of Micro Focus (LSE: MCRO) and (NYSE (ADS): MFGP) at a price of 532 pence per share (the Acquisition), implying . For instance, OpenText already owns Webroot and Carbonite which promote cybersecurity and data protection solutions to MSPs and VARs in the SMB sector. OpenText Corp. reached agreement on the terms of a recommended all-cash offer to be made by OpenText Corporation, through its wholly-owned subsidiary, OpenText UK Holding Limited (Bidco), to acquire the entire issued and to be issued share . Micro Focus shares were up 93.5 per cent in London trading on Friday to 518p. One of these options are required to proceed. OpenText does not contemplate raising any equity to fund the Acquisition. In between trying to improve the health of the business, the CEO also sold SUSE for $2.5 billion to pay down some of Micro Focus's debts and the company has since itself become the subject of takeover interest from Open Text, which bid $6 billion for Micro Focus in August. 4 0 obj kA r-7*Q{g}u"|\\|)?~!#)Bi.E[>~7~o_F"JP"Pw" oa,C?IrkP,Uf_MYrVG//jEYo[L@I/J3=U-QeUum#^6UuU ugjY,xR>sIAg*Li.`uU5\ OpenText's 532p-per-share offer is roughly twice Micro Focus's closing price on Thursday before news of the takeover came to light. WATERLOO, ON, Aug. 25, 2022 /PRNewswire/ -- OpenText (NASDAQ: OTEX), (TSX: OTEX) today announced that it has reached agreement on the terms of a recommended all-cash offer to be made by Open Text Corporation (the Company), through its wholly-owned subsidiary, OpenText UK Holding Limited (Bidco), to acquire the entire issued and to be issued share capital of Micro Focus(LSE: MCRO) and (NYSE (ADS): MFGP) at a price of 532pence per share (the Acquisition), implying an enterprise value of approximately $6.0 billion on a fully diluted basis. Further, it does not constitute a recommendation by the Company or any other party to sell or buy Notes. An organization should learn what they are and what they RFID is comparatively older technology but can still be relevant for supply chain management. Micro Focus CyberRes cybersecurity business is worth watching. This is technology M&A deal number 755 that ChannelE2E has covered so far in 2022. There are benefits and challenges to both active and passive RFID tags. This press release is for information purposes only and is not intended to and does not constitute or form any part of an offer to purchase, or solicitation of an offer to buy, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. <> (3) Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. Please click below if you fall within any of the following accredited investor categories. The materials contained on this webpage do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any securities in the United States or in any jurisdiction where such offer or solicitation would be unlawful. About the Terms of the Acquisition (all figures approximate), Total purchase price of $6.0 billion, inclusive of Micro Focus' cash and debt, Total purchase price is 2.2x Micro Focus' pro forma TTM revenues(1), Total purchase price is 6.3x Micro Focus' pro forma TTM adjusted EBITDA(4), Expected cost synergies of $400 million, including Micro Focus' previously announced cost savings program of $300 million (net of inflation), as well as $100 million in additional cost synergies, Targeting to be on the OpenText operating model within 6 quarters of closing, Expect meaningful expansion of cloud revenues, adjusted EBITDA and cash flows in Fiscal 2024, All-cash consideration for the Acquisition to be funded by $4.6 billion in new debt, $1.3 billion in cash, and a $600 million draw on our existing revolving credit facility. OpenText this week announced it will acquire Micro Focus for $6 billion.The acquisition is part of an effort to reinvigorate a broad portfolio of information management, application development and testing, integration and cybersecurity platforms by accelerating the rate at which they are transitioned to OpenText's managed private cloud. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. OpenText has announced that it has reached agreement on the terms of a recommended all-cash offer to be made by Open Text Corporation (the Company), through its wholly-owned subsidiary, OpenText UK Holding Limited (Bidco), to acquire the entire issued and to be issued share capital of Micro Focus (LSE: MCRO) and (NYSE (ADS): MFGP) at a price of 532 pence per share (the Acquisition . Open Text (NASDAQ: OTEX ), a Canadian software firm, offered to buy Micro Focus for an enterprise value of $6 billion. ), has designated for the publication of certain documents and information in connection with OpenTexts proposed acquisition of Micro Focus International PLC. <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 16 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> Creating One of the Largest Software & Cloud Businesses Enabling Digital Transformations. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement (the Scheme) under Part 26 of the U.K. Companies Act 2006. "The acquisition by OpenText will create one of the world's largest software and cloud businesses with marquee customer . Your email address will not be published. OpenText to Acquire Micro Focus International plc Creating One of the Largest Software & Cloud Businesses Enabling Digital Transformations Expands Information Management Market Opportunity to $170 Billion Waterloo, ON - August 25, 2022 - OpenText (NASDAQ: OpenText announced it has reached an agreement to acquire Micro Focus, implying an enterprise value of approximately $6.0 billion on a fully diluted basis. Hybrid Cloud is the Way, OpenText looks to channel to fulfil ambitious growth. The terms and conditions of the Acquisition are set out below and in a joint announcement released by OpenText and Micro Focus (the Announcement) in the UK today under Rule 2.7 of the UK City Code on Takeovers and Mergers (the Takeover Code). The purpose of the Scheme is to provide for us to indirectly become the owner of the entire issued and to be issued share capital of Micro Focus. OpenText has grown over the last decade through acquisitions of companies such as enterprise content management stalwart Documentum and security software company Carbonite. The deal, if it goes through, would nearly double OpenText in size. OpenText (NASDAQ: OTEX), (TSX: OTEX) today announced that it has reached agreement on the terms of a recommended all-cash offer to be made by Open Text Corporation (the Company), through its wholly-owned subsidiary, OpenText UK Holding Limited (Bidco), to acquire the entire issued and to be issued share capital of Micro Focus (LSE: MCRO) and (NYSE (ADS): MFGP) at a price of 532 pence per . Micro Focus is one of the world's largest software companies and serves thousands of organizations globally, including many of the largest companies in the Fortune Global 500 and had approximately $2.7 billion pro forma trailing twelve months (TTM) revenue for the period ended April 30, 2022. OpenText plans to acquire Micro Focus, a British software company, made its mark acquiring Hewlett Packard Enterprise's software business. OpenText Announces Senior Secured Notes Offering as part of Micro Focus Acquisition Financing. Open Text is . Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). It sounds like the buyout could involve some job cuts. In addition, a special resolution implementing the Scheme must be passed by Micro Focus Shareholders representing at least 75 percent of votes cast at the General Meeting. ET (2:00 p.m. PT) by dialing 1-800-319-4610 (toll-free) or +1-604-638-5340 (international). "Digital transformation is the largest opportunity in the history of our industry," Barrenechea said in a Friday call with investors. Micro Focus' share price rose by more than 90 percent after the announcement. About the Terms of the Acquisition (all figures approximate) Micro Focus'Total purchase price of $6.0 billion, inclusive of cash and debt Micro Focus'Total purchase price is 2.2x pro forma TTM revenues(1) Micro Focus'Total purchase price is 6.3x pro forma TTM adjusted EBITDA(4) Micro Focus'Expected cost synergies of $400 million, including previously announced The company has seen success in lifting and shifting mainframe COBOL code to the public cloud, and has made strides in Asia-Pacific markets. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. How that plays out as the companies combine operations during the next 18 months will determine success or failure. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Customers need to run that code in hybrid cloud environments, assure uptime and maintain security. About the Terms of the Acquisition (all figures approximate) Micro Focus'Total purchase price of $6.0 billion, inclusive of cash and debt Micro Focus'Total purchase price is 2.2x pro forma TTM revenues(1) Micro Focus'Total purchase price is 6.3x pro forma TTM adjusted EBITDA(4) Micro Focus'Expected cost synergies of $400 million, including previously announced Capitalized terms not defined in this press release have the meanings given in the Announcement. OpenText (NASDAQ: OTEX), (TSX: OTEX) confirms that shareholders of Micro Focus International plc (LSE: MCRO) today approved the terms of the recommended all-cash offer by OpenText, through its wholly-owned subsidiary, Open Text UK Holding Limited (Bidco), to acquire the entire issued and to be issued share capital of Micro Focus and (NYSE (ADS): MFGP) as announced on August 25, 2022 (the . Don Fluckinger covers enterprise content management, CRM, marketing automation, e-commerce, customer service and enabling technologies for TechTarget Editorial. OpenText We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. The Notes have not been registered under the United States Securities Act of 1933, as amended (the WATERLOO, ON, Nov. 14, 2022 /PRNewswire/ -- OpenText (NASDAQ: OTEX), (TSX: OTEX) today announced . By accessing this website, you have made certain confirmations, representations and warranties to OpenText. With this scale, we believe we have significant growth opportunities and ability to create upper quartile adjusted EBITDA and free cash flows. For the avoidance of doubt, the contents of that website and other websites referenced in this press release are not incorporated into and does not form part of this press release. BarclaysBank PLCis serving as sole financial advisor to OpenText. ET (2:00 p.m. PT) by dialing 1-800-319-4610 (toll-free) or +1-604-638-5340 (international). Cookie Preferences This acquisition will roughly double the size of OpenText and their CEO/CTO, Mark Barrenechea, says the resulting company will be able to help customers embrace digital transformation to combat inflation and other challenges and will use their experience of becoming a "cloud company" to accelerate the Micro Focus product range. This press release contains forward-looking statements or information (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Exchange Act, Section 27A of the U.S. Securities Act of 1933, as amended (the Securities Act), and other applicable securities laws of the United States and Canada, and is subject to the safe harbors created by those provisions. For more information, please visit https://www.opentext.com/patents. Full details and the terms and conditions of the Acquisition can be found in the Announcement, which is available at https://investors.opentext.com. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. I acknowledge. Cautionary Statement Regarding Forward-Looking Statements. The public is invited to listen to the OpenText conference call today at 5:00 p.m. OpenText and Micro Focus expect to complete the acquisition in the . 20 min read. MFGP stock gained 73% on an unpredictable turn of events. In an interview with BNN Bloomberg, Barrenechea said the merged companies will "look a lot like Oracle or SAP.". ET ( 2:00 p.m. PT) by dialing 1-800-319-4610 (toll-free) or +1-604-638-5340 (international). stream Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Notes. 1. Micro Focus has a large, enterprise software portfolio. Indeed, Micro Focus has had some business turbulence over the years, including the bumpy deal to buy HPEs software assets in 2018. Micro Focus International reported a 7% constant currency fall in full-year revenue in a trading update on Monday, to $2.5bn, ahead of its acquisition by OpenText. You are on a website which Open Text Corporation (" OpenText "), has designated for the publication of certain documents and information in connection with OpenText's proposed acquisition of Micro Focus International PLC. Upon completion of the acquisition, OpenText will be one of the worlds largest software and cloud businesses with a tremendous marquee customer base, global scale and comprehensive go-to-market. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3. There will be no public offering of the Notes in the United States or Canada. 3 0 obj The clue: OpenText expects cost synergies of$400 million, including Micro Focus previously announced cost savings program of$300 million(net of inflation), as well as$100 million in additional cost synergies, the buyer said in the M&A announcement. Fast forward to August 2021, and the Micro Focus deal checks in as a value play. On the flip side, Micro Focus owns a range of cybersecurity tools. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. OpenText is acquiring Micro Focus for $6.0 billion. OpenText ( OTEX) intends to commence a proposed offering of senior secured notes pursuant to Rule 144A and Regulation S under the Securities . This press release include certain "non-GAAP measures." Please refer to Micro Focus' Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F for a reconciliation of Adjusted EBITDA under "Segmental Reporting" and Micro Focus' Interim Results for the six-months ended April 30, 2022 on Form 6-K for a reconciliation of Adjusted EBITDA to the nearest IFRS metric under "Alternative Performance Measures.". Alternatively, an audio webcast of the conference call will be available on the Investor Relations . Important Disclaimer Announcement by Open Text Corporation ("OpenText") of a firm intention to make an offer for the entire issued and to be issued share capital of Micro Focus International plc ("Micro Focus") (the "Offer"). Still, OpenText is touting the business combination. % THIS [] Trademarks owned by OpenText. Barclays Bank PLC, BMO Capital Markets Corp., Royal Bank of Canada and Citigroup Global Markets Inc. are acting as lead arrangers on the financing to OpenText. <>/Metadata 220 0 R/ViewerPreferences 221 0 R>> OpenText expects to complete the deal by the end of Q1 of calendar 2023. (2) Estimates based on market reports from independent industry analysis firms including Gartner and IDC. The materials contained on this webpage do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribefor, any Notes in the United States or in any jurisdiction where such offer or solicitation would be unlawful. Total . For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com. The Notes are being offered and sold only (i) to qualified institutional buyers ( Please review the options below and select the applicable option to CERTIFY the following: Copyright -huMsO'or=U?|+o#$xG\`J@q(.WU`QS}YU[ci\o5,Y}8S2HAlYI.?70EmxW%?^^A7Bs 1IPPZ(80V0w+; wIB

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