Recommended acquisition of Micro Focus International plc by Open Text Corporation

to create one of the largest global customer bases and broadest solution suites in enterprise software

The boards of OpenText and Micro Focus are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made 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.

Key figures

532 pence

per Micro Focus Share in cash

98.3%

premium to the Closing Price of 268 pence per Micro Focus Share on 24 August 2022

US$ 6.2bn

expected annualised revenue of the combined company in fiscal year 2025

About OpenText

OpenText is the leader in a growing US$92 billion Information Management market, delivering a compelling suite of hybrid solutions that help customers power and protect their critical information, enable their digital transformation, and automate business workflows.

OpenText elevates individuals and organisations to gain the information advantage through Content Services, Business Network, Digital Experiences, Security, and Developer APIs. With deeply integrated hybrid solutions that bring openness and agility, OpenText enables customers to bring scalable and secure solutions to grow in a digital world.

Through its investments in cloud combined with its proven track record of execution, OpenText continues to deliver total growth, cloud organic growth, upper quartile profitability and strong free cash flow generation.

About Micro Focus

Micro Focus is one of the world’s largest enterprise software providers addressing the technology needs and challenges of its customers globally. Micro Focus’s 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 broad set of technology for security, IT operations, applications delivery, governance, modernisation, and analytics provides innovative solutions that the world’s largest organisations need to run and transform concurrently. Micro Focus serves tens of thousands of customers globally, including many of the largest companies in the Fortune Global 500, across a number of key sectors, and had annual revenue of approximately US$2.7 billion for the 12 months ended 30 April 2022.

bg

We are pleased to announce our firm intention to acquire Micro Focus, and I look forward to welcoming Micro Focus customers, partners and employees to OpenText.

Upon completion of the acquisition, OpenText will be one of the world’s largest software and cloud businesses with a tremendous marquee customer base, global scale and comprehensive go-to-market. Customers of OpenText and Micro Focus will benefit from a partner that can even more effectively help them accelerate their digital transformation efforts by unlocking the full value of their information assets and core systems.”

Mark J. Barrenechea
CEO of OpenText

bg

I am pleased to be recommending OpenText’s offer to our shareholders. The premium offered demonstrates the significant progress we have made transforming the business. OpenText not only shares our values but will offer new opportunities for both our customers and employees.

On behalf of the Board I would like to thank Stephen and his team for their hard work and continued contribution to the success of the group."

 

 

Greg Lock
Chairman of Micro Focus

release-rel-2022-11-2-8258 | Tue Nov 22 15:06:16 PST 2022
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