TIDMMCRO
RNS Number : 9897Y
Micro Focus International plc
09 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
9 March 2017
Micro Focus International plc
European Union Competition Clearance
of the Proposed Merger with Hewlett Packard Enterprise Company's
("HPE") Software Business Segment ("HPE Software")
Completion of the acquisition by SUSE of certain assets and
talent from HPE
Intention to align Micro Focus's accounting year end with HPE
Software's year end in connection with completion of the Merger
Micro Focus International plc ("Micro Focus" or the "Company"),
the global infrastructure software business, and HPE announced on 7
September 2016 that they had reached a definitive agreement on the
terms of a transaction (the "Transaction") pursuant to which the
Company has agreed to acquire HPE Software by way of the merger
(the "Merger") with a wholly owned subsidiary of HPE incorporated
to hold the business of HPE Software for the purposes of the
Transaction.
European Union Competition Clearance
Micro Focus and HPE are pleased to announce that they received
confirmation earlier today from the European Union ("EU") that it
will not initiate proceedings under Article 6(1) of the EU Merger
Regulation in relation to, or any matter arising from, the
Transaction ("EU Competition Clearance"). The Transaction has
already received confirmation under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and remains subject to certain conditions
including Micro Focus's shareholders approving the Transaction and
the receipt of certain regulatory approvals which remain
outstanding. A Circular will be issued to Micro Focus shareholders
in May 2017 which will include a notice convening a general meeting
to seek such shareholder approval.
Completion of the acquisition by SUSE of certain assets and
talent from HPE
SUSE(R) has completed its acquisition of technology and talent
from Hewlett Packard Enterprise (HPE), which SUSE announced late
last year. SUSE will use the acquired assets to expand its
OpenStack Infrastructure-as-a-Service (IaaS) solution and
accelerate the company's entry into the growing Cloud Foundry
Platform-as-a-Service (PaaS) market.
The acquired OpenStack assets will be integrated into SUSE
OpenStack Cloud, and the acquired Cloud Foundry and PaaS assets
will enable SUSE to bring to market a certified, enterprise-ready
SUSE Cloud Foundry PaaS solution for all customers and partners in
the SUSE ecosystem. In addition, HPE has named SUSE as its
preferred open source partner for Linux, OpenStack IaaS and Cloud
Foundry PaaS. The two companies also have a non-exclusive agreement
under which HPE will OEM SUSE's OpenStack IaaS and SUSE's Cloud
Foundry PaaS technology for use inside HPE's Helion OpenStack and
Helion Stackato solutions. The net impact on Underlying Adjusted
EBITDA of these arrangements in the current financial year is
estimated at $3m and in the following 12 months is estimated to be
$8m.
Intention to align Micro Focus's accounting year end with HPE
Software's year end in connection with completion of the Merger
Upon completion of the Merger with HPE Software, Micro Focus
intends that, in order to align financial year ends between HPE
Software and Micro Focus and conditional upon the completion of the
Merger, Micro Focus will align its year end with HPE Software's
year end of 31 October, with the first accounting period to be
audited after the Merger has completed being for the 18 months
ended 31 October 2018. During this extended accounting period and
in order to comply with the UK Listing Rules, Micro Focus will also
publish an unaudited interim report for the six months ended 31
October 2017 and a second unaudited interim report for the six
months ended 30 April 2018.
For further information please contact:
Micro Focus International plc
Mike Phillips (Chief Financial Officer)
Tim Brill (Director, Corporate Communications & IR)
+44 1635 565605
J.P. Morgan Cazenove (Lead Financial Adviser and Sole
Sponsor)
Bill Hutchings
Chris Wood
+44 20 7742 4000
Numis (Corporate Broker and Financial Advisor)
Alex Ham
Simon Willis
Tom Ballard
+44 20 7260 1000
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 offering a broad range of software products, services and
solutions, including big data analytics, enterprise security
products and information management and governance, application
delivery management, and IT operations management solutions for
businesses and other enterprises of all sizes. HPE Software's
offerings include licences, support, professional services and
SaaS.
HPE Software's products are available worldwide. HPE Software
has over 30,000 customers worldwide, including 98 of the Fortune
100 companies.
Disclaimer
This release is not an offer of securities for sale in the
United States. Securities may not be offered or sold in the United
States absent registration or an exemption from registration. Any
public offering of securities to be made in the United States will
be made by means of a prospectus that may be obtained from Micro
Focus and that will contain detailed information about Micro Focus
and its management, as well as financial statements.
Caution Concerning Forward-Looking Statements
This release contains certain statements about the Transaction,
Company, HPE and HPE Software that constitute or are deemed to
constitute "forward-looking statements" (including within the
meaning of the US Private Securities Litigation Reform Act of
1995). The forward-looking statements contained herein may include,
but are not limited to, statements about the expected effects on
the Company, HPE and HPE Software of the Transaction, the
anticipated timing and benefits of the Transaction, the Company's
and HPE Software's anticipated standalone or combined financial
results and outlooks. Neither the Company, HPE nor HPE Software,
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 release will actually occur or
that if any of the events occur, that the effect on the operations
or financial condition of the Company, HPE or HPE Software will be
as expressed or implied in such forward-looking statements. In
addition, these forward-looking statements are based on a number of
assumptions that are subject to change.
Forward-looking statements included herein are made as of the
date hereof. Subject to any requirement under applicable law, none
of the Company, HPE and HPE Software undertake any obligation to
update or revise any forward-looking statements, whether as a
result of new information, future/subsequent events or otherwise.
Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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