TIDMMCRO
RNS Number : 5921B
Micro Focus International plc
04 April 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 OR REGULATIONS OF SUCH
JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
4 April 2017
Micro Focus International plc
Publication of additional materials in relation to the
acquisition of HPE Software
On 7 September 2016, Micro Focus and HPE announced that they had
reached a definitive agreement on the terms of a transaction (the
"Transaction") pursuant to which Micro Focus agreed to acquire HPE
Software by way of a merger (the "Merger") of a wholly owned
subsidiary of Micro Focus with Seattle SpinCo. Inc. a wholly owned
subsidiary of HPE incorporated to hold the business of HPE Software
for the purposes of the Transaction.
A presentation was made today by Micro Focus management to
public side lenders in New York and a copy of the presentation has
now been posted to the investor relations section of
www.microfocus.com
For further information please contact:
Micro Focus International plc
Kevin Loosemore (Executive Chairman)
Mike Phillips (Chief Financial Officer)
Tim Brill (Director, Corporate Communications & IR)
+44 1635 565605
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 that allows customers to automate IT operations to
simplify, accelerate and secure business processes. The company
offers a broad range of software for enterprises of all sizes
across four pillars (I) IT Operations Management, (II) Application
Testing & Delivery Management, (III) Security and Information
Governance and (IV) Big Data Platform Analytics. Its software
offerings include licences, support, SaaS and Professional Services
across its product portfolio.
The business operates a global footprint spanning the Americas,
Asia Pacific & Japan and EMEA regions, with over 30,000
customers across the world. The business currently works with 98 of
the Fortune 100 companies.
IMPORTANT NOTICE:
The information contained in this announcement is not for
release, publication or distribution, in whole or in part, to
persons in any jurisdiction where to do so would breach any
applicable law. No public offer of securities is being made by
virtue of this announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
The release, publication or distribution of this announcement,
in whole or in part, in, into or from jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
ROUNDING OF FIGURES
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
NO INCORPORATION OF WEBSITES
Except as otherwise explicitly stated, neither the content of
the Micro Focus website nor the HPE website, nor any other website
accessible via hyperlinks on either such website, is incorporated
into, or forms part of, this communication.
NO PROFIT FORECAST
No statement in this announcement is intended as a profit
forecast of Micro Focus, HPE or HPE Software or a profit estimate
of Micro Focus, HPE or HPE Software and no statement in this
announcement should be interpreted to mean that earnings per Micro
Focus, HPE or HPE Software share for the current or future
financial years would necessarily match or exceed the historical
published earnings per Micro Focus, HPE or HPE Software share.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Information set forth in this announcement (including
information incorporated by reference in this announcement), oral
statements made regarding the proposed business combination between
Micro Focus and HPE Software announced by Micro Focus on 7
September 2016 (the "Transaction"), and other information published
by Micro Focus, HPE or HPE Software may contain certain statements
about Micro Focus, HPE and HPE Software that constitute or are
deemed to constitute "forward-looking statements" (including within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995). The forward-looking statements contained in this
communication may include, but are not limited to, statements about
the expected effects on Micro Focus, HPE and HPE Software of the
Transaction, the anticipated timing and benefits of the
Transaction, Micro Focus' and HPE Software's anticipated standalone
or combined financial results and outlooks and all other statements
in this document other than historical facts. Without limitation,
any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "intends", "will",
"likely", "may", "anticipates", "estimates", "projects", "should",
"would", "expect", "positioned", "strategy", "future" or words,
phrases or terms of similar substance or the negative thereof, are
forward-looking statements. These statements are based on the
current expectations of the management of Micro Focus, HPE or HPE
Software (as the case may be) and are subject to uncertainty and
changes in circumstances and involve risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in such forward-looking statements. As such,
forward-looking statements should be construed in light of such
factors. It should be noted that it is not possible to predict or
identify all such factors. Consequently, while the list of factors
presented or referred to here is considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Neither Micro Focus, 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 announcement will actually
occur or that if any of the events occur, that the effect on the
operations or financial condition of Micro Focus, HPE or HPE
Software will be as expressed or implied in such forward-looking
statements. Forward-looking statements contained in this
communication based on past trends or activities should not be
taken as a representation that such trends or activities will
necessarily continue in the future. In addition, these statements
are based on a number of assumptions that are subject to change.
Such risks, uncertainties and assumptions include, but are not
limited to: the satisfaction of the conditions to the Transaction
and other risks related to the completion of the Transaction and
actions related thereto; Micro Focus' and HPE's ability to complete
the Transaction on anticipated terms and schedule, including the
ability to obtain shareholder or regulatory approvals and the
anticipated tax treatment of the Transaction; risks relating to any
unforeseen liabilities of Micro Focus or HPE Software; future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, losses and
future prospects of Micro Focus, HPE Software and the resulting
combined company; business and management strategies and the
expansion and growth of the operations of Micro Focus, HPE Software
and the resulting combined company; the ability to successfully
combine the business of Micro Focus and HPE Software and to realize
expected operational improvement from the Transaction; the effects
of government regulation on the businesses of Micro Focus, HPE
Software or the combined company; the risk that disruptions from
the Transaction will impact Micro Focus' or HPE Software's
business; and Micro Focus', HPE Software's or HPE's plans,
objectives, expectations and intentions generally. Additional
factors can be found under "Risk Factors" in HPE's Annual Report on
Form 10-K for the fiscal year ended October 31, 2016 and subsequent
Quarterly Reports on Form 10-Q. For a discussion of important
factors which could cause actual results to differ from forward
looking statements relating to Micro Focus, refer to Micro Focus's
Annual Report and Accounts 2016. Forward-looking statements
included herein are made as of the date hereof, and none of Micro
Focus, HPE Software or HPE undertakes any obligation to update
publicly such
statements to reflect subsequent events or circumstances.
Subject to any requirement under applicable law, none of Micro
Focus, HPE or 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 communication.
NO OFFER OR SOLICITATION
This announcement is for information purposes only and does not
constitute a prospectus or offering memorandum or an offer in
respect of any securities and is not intended to provide the basis
for any decision in respect of Micro Focus, HPE, HPE Software or
any other entity and should not be considered as a recommendation
that any investor should subscribe for or purchase any such
securities. Neither the issue of this announcement nor any part of
its contents constitutes an offer to sell or invitation to purchase
any securities of Micro Focus, HPE, HPE Software or any other
entity and no information set out in this announcement or referred
to in other written or oral information is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase any securities in it.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States of America. No offer to acquire
securities or to exchange securities for other securities has been
made, or will be made, and no offer of securities has been made, or
will be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States of America or any other country or jurisdiction
in which such offer may not be made other than (i) in accordance
with the requirements under the US Securities Exchange Act of 1934,
as amended, a registration statement under the US Securities Act of
1933, as amended, or the securities laws of such other country or
jurisdiction, as the case may be, or (ii) pursuant to an available
exemption therefrom.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication relates to, amongst other things, the
Transaction. The Transaction will be submitted to Micro Focus'
shareholders for their consideration and approval. In connection
with the Transaction, Micro Focus will file relevant materials with
the SEC, including a registration statement containing a prospectus
relating to Micro Focus' American Depositary Shares to be issued in
connection with the Transaction, and Seattle SpinCo, Inc., a wholly
owned subsidiary of HPE will file a registration statement with the
SEC. Micro Focus will mail the prospectus contained in the
registration statement to HPE's stockholders. This communication is
not a substitute for the registration statements or other
document(s) that Micro Focus and/or HPE may file with the SEC in
connection with the Transaction. INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PARTIES AND THE TRANSACTION. Shareholders
will be able to obtain copies of these documents (when they are
available) and other documents filed with the SEC with respect to
Micro Focus free of charge from the SEC's website at www.sec.gov.
These documents (when they are available) can also be obtained free
of charge from Micro Focus upon written request to Micro Focus'
investor relations or HPE's investor relations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAXLLEFSXEFF
(END) Dow Jones Newswires
April 04, 2017 13:25 ET (17:25 GMT)
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