Recommended offer (the “Offer”) by Open Text Corporation (“OpenText”) for Micro Focus International plc (“Micro Focus”) through its wholly-owned subsidiary Open Text UK Holding Limited (“Bidco”).
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH MICRO FOCUS REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY MICRO FOCUS, OPENTEXT AND/OR BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Micro Focus reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Micro Focus.
To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer is to be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
Overseas jurisdictions
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This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
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Additional U.S. information
The Offer relates to the securities of a UK company that is a “foreign private issuer” as defined under Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Offer is expected to be implemented by means of a scheme of arrangement under English law (a “Scheme”). If the Offer is effected by way of a Scheme, it is expected that it would not be subject to the proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Scheme would be subject to the procedural and disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the U.S. proxy solicitation or tender offer rules.
Alternatively, the Offer may be implemented by way of a takeover offer under English law. If OpenText were to exercise its right to implement the Offer by way of a takeover offer, such offer would be made in compliance with applicable U.S. securities laws and regulations, including Sections 14(d) and 14(e) of the Exchange Act and Regulations 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.
Some of the financial statements or other financial information included in this Microsite has been prepared in accordance with IFRS and thus may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for U.S. holders of Micro Focus shares and Micro Focus ADSs to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, 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. holders of Micro Focus shares and Micro Focus ADSs 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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the 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, Micro Focus shares outside of the United States, other than pursuant to the Offer, during the period in which such Offer would remain open for acceptance. 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 Exchange Act. Any information about such purchases will be disclosed as required in the UK, and 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 Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Micro Focus and the Micro Focus Group (being Micro Focus and its subsidiaries and subsidiary undertakings) and OpenText, Bidco and the OpenText Group (being OpenText and its subsidiaries and subsidiary undertakings, including, but not limited to, Bidco).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Micro Focus and the Micro Focus Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
There are a number of factors that could affect the future operations of Micro Focus and the Micro Focus Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to UK, European and global economic and political conditions (including the current conflict in Ukraine, the impact of the Covid-19 pandemic and the repercussions of the UK’s withdrawal from the European Union); market related risks such as fluctuations in interest rates and foreign exchange rates; the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements, whether in the UK, Europe or globally), the impact of competition, inflation or deflation; and the impact of tax and other legislation or regulations in the jurisdictions in which the Micro Focus Group and its affiliates operate.
All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in the latest annual report of Micro Focus, its interim results, trading updates and other announcements available at https://www.microfocus.com/en-us/investors/investor-download-centre). These factors also should be considered by the reader.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Micro Focus, the Micro Focus Group, OpenText, Bidco or the OpenText Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite. Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Responsibility
In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Micro Focus speak only at the specified date of the relevant document and Micro Focus has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer-related materials issued or published by OpenText, Bidco or which relate to the OpenText Group, that are accessible on this Microsite, the only responsibility accepted by Micro Focus and its directors is for the correctness and fairness of its reproduction.
None of the directors of Micro Focus, OpenText, Bidco or any of their affiliated companies, has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Other
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
If you are not able to give these confirmations, you should click on I DISAGREE below.
per Micro Focus Share in cash
premium to the Closing Price of 268 pence per Micro Focus Share on 24 August 2022
expected annualised revenue of the combined company in fiscal year 2025
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.
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.
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
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
Announcements
Conditions Satisfied Announcement – 22 December 2022
Rule 15 Letters and Related Documents
Re-Share Plan Letters 4 October 2022
Rule 15 Consent Letter Goldman Sachs
Rule 15 Consent Letter Numis
Share Plan Letter DSBP
Share Plan Letter FY20 and FY21 PSU Conditional Awards
Share Plan Letter FY20 and FY21 PSU Options
Share Plan Letter FY22 PSUS
Share Plan Letter Irish Sharesave
Share Plan Letter July 2022 UK Sharesave
Share Plan Letter Row ESPP Including Phantom Options
Share Plan Letter RSUS
Share Plan Letter UK Sharesave
Share Plan Letter US ESPP
Share Plan Letter Vested ASG Option-vested
Share Plan Letter Vested Share Options
Rule 2.7 Announcement
Irrevocable Undertakings
Director’s irrevocable undertaking given by Amanda Brown
Director’s irrevocable undertaking given by Gregory Lock
Director’s irrevocable undertaking given by Matthew Ashley
Director’s irrevocable undertaking given by Richard Atkins
Director’s irrevocable undertaking given by Stephen Murdoch
Side Letter to Director Irrevocable Undertakings
Irrevocable undertaking given by Dodge & Cox
Rule 2.7 Announcement Consent Letter
Rule 2.7 Announcement consent letter from Goldman Sachs International
Rule 2.7 Announcement consent letter from Numis Securities Limited
Rule 2.7 Announcement consent letter from Jefferies International Limited
Rule 2.7 Announcement consent letter from Barclays Bank PLC
Rule 2.11 communications
Rule 2.11 letter to shareholders
Rule 2.11 website notification to shareholders
Rule 2.11 email communication to shareholders
Rule 2.11 email communication to warrantholders
Rule 2.11 email communication to share plan participants
Rule 2.11 email communication to employees and employee representatives
Rule 2.11 email communication to pension scheme trustees
Related Agreements
Confidentiality Agreement
Clean Team Agreement
Addendum to the Clean Team Agreement
Co-operation Agreement
OpenText Financing Documents
Bridge Credit Agreement
U.S. Security Agreement – Bridge
Canadian Security Agreement – Bridge
Term Loan Credit Agreement
U.S. Security Agreement – Term Loan
Canadian Security Agreement – Term Loan
Engagement Letter
Fee Credit Letter
Fee Letter
Flex Letter
Intercreditor Joinder Agreement
Syndication Letter
Structuring and Agency Fee Letter
Opening Position Disclosure
Micro Focus Opening Position Disclosure
Micro Focus Opening Position Disclosure (Amended)
Rule 2.9 Announcements
Rule 2.9 Announcement – 24 January 2023
Rule 2.9 Announcement – 20 January 2023
Rule 2.9 Announcement – 12 January 2023
Rule 2.9 Announcement – 09 January 2023
Rule 2.9 Announcement – 06 January 2023
Rule 2.9 Announcement – 22 December 2022
Rule 2.9 Announcement – 16 December 2022
Rule 2.9 Announcement – 12 December 2022
Rule 2.9 Announcement – 28 November 2022
Rule 2.9 Announcement – 23 November 2022
Rule 2.9 Announcement – 18 November 2022
Rule 2.9 Announcement – 15 November 2022
Rule 2.9 Announcement – 28 October 2022
Rule 2.9 Announcement – 26 October 2022
Rule 2.9 Announcement – 25 October 2022 (2)
Rule 2.9 Announcement – 25 October 2022
Rule 2.9 Announcement – 21 October 2022
Rule 2.9 Announcement – 20 October 2022
Rule 2.9 Announcement – 19 October 2022
Rule 2.9 Announcement – 18 October 2022
Rule 2.9 Announcement – 14 October 2022
Rule 2.9 Announcement – 13 October 2022
Rule 2.9 Announcement – 11 October 2022
Rule 2.9 Announcement – 07 October 2022
Rule 2.9 Announcement – 04 October 2022
Rule 2.9 Announcement – 03 October 2022
Rule 2.9 Announcement – 16 September 2022
Rule 2.9 Announcement – 15 September 2022
Rule 2.9 Announcement – 09 September 2022
Rule 2.9 Announcement – 08 September 2022
Rule 2.9 Announcement – 07 September 2022
Rule 2.9 Announcement – 01 September 2022
Rule 2.9 Announcement – 31 August 2022
Rule 2.9 Announcement – 30 August 2022
Rule 2.9 Announcement – 26 August 2022 (1)
Rule 2.9 Announcement – 26 August 2022 (2)
Scheme Document and Scheme Document Ancillaries
Scheme Document
RNS Announcement on Scheme Publication
Forms of Proxy (Sample)
Micro Focus Memorandum of Association 11 October 2005
Micro Focus Articles of Association
Draft Micro Focus Articles of Association (for approval at General Meeting)
Depository Notice to ADS Registered Holders
Micro Focus ADS Voting Card
Announcement of Results of Court Meeting and General Meeting
Scheme Document Consent Letters
GS Scheme Document Consent Letter Redacted
Jefferies Scheme Document Consent Letter Redacted
Numis Scheme Document Consent Letter Redacted
Barclays Scheme Document Consent Letter Redacted
Scheme Document Communications
Letter to eComms Shareholders
Letter to Hard Copy Shareholders
Letter to Website Shareholders
Email to Amazon as Warrant Holder
Email to Employees and Employee Representatives
Email to Optionholders
Email to Pension Scheme Trustees
Email to Shareholders and Info Rights Holders eComms Preference
Financial Information and Investor Presentation
Transaction Related Update - 03 November 2022
Micro Focus Annual Report 2020
Micro Focus Interim Results for the Six Months Ended 30 April 2022
Micro Focus Annual Report and Accounts 2021
OpenText 2021 Financials
OpenText Investor Presentation
OpenText 2022 Financials
OpenText Debt Syndication
Consent to Intercreditor Agreement Documentation
Intercreditor Agreement Documentation
Joinder to Bridge Documentation
Joinder to Engagement Letter Documentation
Joinder to Syndication Letter Documentation
Joinder to Term Loan Documentation
Share Charge Bridge Documentation
Share Charge Term Loan Documentation
Syndication RNS Anouncement Documentation
UK Debenture and Guarantee Bridge Documentation
UK Debenture and Guarantee Term Loan Documentation
Harry Blount, SVP, Investor Relations
+1 415 963 0825
Barclays (sole financial adviser to OpenText and Bidco)
Omar Faruqui
Bruce Rothney
Steven Markovich
Michael Keslosky
Darren Johnson
+44 (0) 20 7623 2323
Stephen Murdoch, CEO
Matt Ashley, CFO
Ben Donnelly, Investor Relations
+44 (0) 1635 32646
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 advisor to Micro Focus)
Sarah West
Jonathan Glass
+44 (0) 20 7404 5959
microfocus@brunswickgroup.com