9 0 obj 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. 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 . 0000001450 00000 n Creating One of the Largest Software & Cloud Businesses Enabling Digital Transformations, Expands Information Management Market Opportunity to $170 Billion. <<8F9CBD2703A03040A30B79D141FE4C11>]>> 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. Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. 13 0 obj 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. 0 OpenText 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. All Rights Reserved. The Offer will be made solely by means of an offer or scheme document which will contain the full terms and conditions of such Offer, including details on how it may be accepted. Q1 FY2023 Press Release 3 November 2022, Q1 FY2023 Investor Presentation 3 November 2022, Q1 FY2023 Audio Webcast 3 November 2022, Draft Micro Focus Articles of Association (for approval at General Meeting), Depository Notice to ADS Registered Holders. "A9G}A-g`jc H)&TByfcYo(_bQ3c-8S(ahc,F*xD/g3S+\rN93j2 G7c YS 0000003092 00000 n 0000028601 00000 n The Acquisition shall be made solely by means of the Scheme Document which, together with the forms of proxy, shall contain the full terms and conditions of the Acquisition. service programs, Open a Full details and the terms and conditions of the Acquisition can be found in the Announcement, which is available at https://investors.opentext.com. You can sign up for additional alert options at any time. After submitting your request, you will receive an activation email to the requested email address. /CapHeight 728 /BaseFont /Arial It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the forms of proxy, will be sent to Micro Focus Shareholders as soon as practicable and in any event within 28 days of the Announcement (unless a later date is agreed among OpenText, Micro Focus and the UK Takeover Panel). Management (EIM), Enterprise /Ascent 905 0000025631 00000 n $26> ]_Q4]tMwc_. tN;_~:m;P P[&\1Rh8w) B Drqq 166 (4L@Y 4 J@ 0AQ] @DC$4I*H >N+9+4;&EI|HufQ`2r9PsQc&y&b:"| fg _2p 1P} g`x` G ACCESS TO THIS AREA OF THE WEBSITE (MICROSITE) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. 0000015351 00000 n THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE INFORMATION) PUBLISHED BY OPENTEXT AND/OR MICRO FOCUS RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE). Allen & Overy LLP andCleary Gottlieb Steen & Hamilton LLP are acting as legal advisors to OpenText. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). w8J|*}IO)sdDQ 7^-"Q/D< h82 &@h_^n?I,lmf9:MOjzp2zytSBgU#+wi/=;aP^^G$flDfq`bW4-Nu+|-323Ugo>^tu/++d[[ybV_(~}C3#S:irsXhOK;j[_X\Oj3;Q-uDCg#0WeJ {iJlbQ 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. Cloud, Extended /FontWeight 700 8 0 obj 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.". 0000001628 00000 n 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). Our estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. /FirstChar 32 /Widths 10 0 R These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to the inability to obtain required regulatory approvals for the Acquisition, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect, following completion of the Acquisition (if completed), the enlarged group (the Enlarged Group) or the expected benefits of the Acquisition (including as noted in any forward-looking financial information), the inability to obtain certain shareholder approvals of the Acquisition, the risk that a condition to closing of the Acquisition may not be satisfied on a timely basis or at all, the failure of the Acquisition to close for any other reason, uncertainties as to access to available financing (including refinancing of debt) on a timely basis and on reasonable terms, the expected effects of the Acquisition, on us, the acquired company and, following completion of the Acquisition (if completed), the Enlarged Group, the expected timing and scope of the Acquisition, all statements regarding our (and the Enlarged Group's) expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realize successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group), our inability to integrate successfully the acquired company's operations and programs when the Acquisition is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented, actual and potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity and duration of the COVID-19 pandemic and issues relating to the resurgence of COVID-19 and/or new strains or variants of COVID-19, including actions that have been and may be taken by governmental authorities to contain COVID-19 or to treat its impact, including the availability, effectiveness and use of treatments and vaccines, and the effect on the global economy and financial markets as well as the potential adverse effect on our business, operations, and financial performance, the impact of the Russia-Ukraine conflict on our business, including our decision to cease all direct business in Russia and Belarus and with known Russian-owned companies, as well as our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. stream 143 0 obj <> endobj managed services, Adoption 0000014955 00000 n Management, Business /Descent -210 Additional information with respect to the Term Loan Credit Agreement and Bridge Loan Agreement, including the terms thereof and the subsidiary guarantors thereto,can be found in the Current Report on Form 8-K to befiled and furnished with the Securities and Exchange Commission (SEC). This notice shall be governed by and construed in accordance with English law. Further, it may be difficult to compel OpenText and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court. /Length 99569 Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. 0000015801 00000 n 0000028167 00000 n By providing your email address below, you are providing consent to OpenText to send you the requested Investor Email Alert updates. The Information contained in this Microsite is not intended to, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. 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. Management (EIM), Enterprise Process endobj ECM, Consulting It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. You must click the activation link in order to complete your subscription. and advisories, https://www.microfocus.com/en-us/investors, https://www.prnewswire.com/news-releases/micro-focus-shareholders-approve-all-cash-acquisition-by-opentext-301652706.html. 0000000016 00000 n After submitting your request, you will receive an activation email to the requested email address. /XHeight 250 Subject to the conditions in the Bridge Loan Agreement, the Commitments are intended tobe reducedby proceeds of certain debt securities offerings of OpenText(or affiliates thereof). startxref Automation, OpenText OT2 Cloud Experience Management, Digital services, Optimize To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. 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. & Learning The Acquisition is subject to, among other things, approvals of the relevant Micro Focus Shareholders, the sanction of the Scheme by the Court and the receipt of certain antitrust and foreign investment approvals. support ticket, My 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. /Type /FontDescriptor If, in the future, OpenText and/or Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Acquisition will 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. The proceeds of the Term Loan Credit Agreementwill only be used to finance the Acquisition. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. OpenText, The Information Company, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. "We have achieved an important milestone in our path towards completing the Acquisition. services, Managed Forward-looking statements include, among other things, statements concerning the potential exposure of OpenText and the OpenText Subsidiaries (and/or, as relevant, Micro Focus and the Micro Focus Subsidiaries) to market risks and statements expressing managements 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. One or more patents may cover this product(s). Analysts say OpenText acquisition of MCRO is a positive one. The receipt of cash pursuant to any offer by a US holder of Micro Focus shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Business Network Subject to satisfaction of such conditions, the Acquisition is expected to close in the first quarter of calendar year 2023. >> 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 "). "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. Services, Cloud /FontName /Arial,Bold Accordingly, the Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. An expected timetable of principal events will be included in the Scheme Document. The Term Loan Credit Agreement provides for a senior secured delayed-draw term loan facility in an aggregate principal amount of $2.585 billion. This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Alternatively, an audio webcast of the conference call will be available on the Investor Relations section of OpenText's website at https://investors.opentext.com/. We are committed to providing investors with enhanced visibility into our high-value business areas, delivering a net leverage ratio(3) of below 3x over 8 quarters and continuing our dividend program, and we expect to have Micro Focus on our operating model within 6 quarters of closing the transaction," Barrenechea concluded. YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of OpenText. 12 0 obj 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. 11 0 obj << << "We are pleased that Micro Focus shareholders have approved the offer," said OpenText CEO & CTO Mark J. Barrenechea. /Registry (Adobe) /Type /Font The public is invited to listen to the OpenText conference call today at 5:00 p.m. 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. 0000001370 00000 n Such a takeover offer would be made in the United States by OpenText and/or Bidco and no one else. View original content to download multimedia:https://www.prnewswire.com/news-releases/micro-focus-shareholders-approve-all-cash-acquisition-by-opentext-301652706.html. OpenText values Micro Focus' strong brands and culture and attaches great importance to the skill and experience of Micro Focus' management team and employees. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Concurrently with the announcement of the Acquisition, the Company and certain of its subsidiaries entered into (i) a first lien term loan facility(the "Term Loan Credit Agreement") among the Company, the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent and (ii) a bridge loan agreement (the "Bridge Loan Agreement"), among the Company, the lenders party thereto, the subsidiary guarantors party thereto and Barclays Bank PLC, as administrative agent. 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. "We intend to fund the all-cash Acquisition with existing cash, new debt and our existing revolving credit facility. 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 . A copy of this press release will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on OpenText's website at https://investors.opentext.comby no later than 12:00 pm (London time) on the Business Day following publication of this press release. The Acquisition will be subject to the applicable requirements of English law, the Code, the UK Takeover Panel, the London Stock Exchange and the UK Financial Conduct Authority. Please refer to the Company's "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within the Company's current and historical filings on Forms 10-Q, 10-K and 8-K for more information on the use of non-GAAP measures by the Company. We expect Micro Focus to be immediately accretive to our adjusted EBITDA. Business Network I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time. /Subtype /TrueType U.S. shareholders (and Micro Focus ADS Holders) should note that the Acquisition relates to an offer for the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and is being made by means of a scheme of arrangement provided for under English company law. trailer ", Barrenechea further added, "Micro Focus brings meaningful revenue and operating scale to OpenText, with a combined total addressable market (TAM) of $170 billion(2). Confirmation of understanding and acceptance. support ticket, My /Filter /FlateDecode Forward-looking statements are statements of future expectations that are based on managements 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. You must click the activation link in order to complete your subscription. This press release include certain "non-GAAP measures." /LastChar 121 0000025552 00000 n BarclaysBank PLCis serving as sole financial advisor to OpenText. The Acquisition will be put to Micro Focus Shareholders at the Court Meeting and at the General Meeting. 19 0 obj endobj At OpenText, we promise to treat your data with respect and will not share your information with any third party. The documents included in this Microsite issued or published by OpenText speak only at the specified date of the relevant document and OpenText has, and accepts, no responsibility or duty to update or revise such documents. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. You should be aware that, in accordance with normal United Kingdom market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, OpenText, or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase Micro Focus shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases outside the Offer, before or during the period in which any Offer remains open for acceptance. Micro Focus has announced the voting results today and a copy of the announcement is available at https://www.microfocus.com/en-us/investors. /Flags 32 /MaxWidth 2665 Each Micro Focus shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. 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. 0000028892 00000 n Welook forward to welcoming Micro Focus customers, partners and employees to OpenText.". endobj Content I have read and understood the notice set out above and I agree to be bound by its terms. 0000027998 00000 n Barclays Bank PLC is serving as sole financial advisor to OpenText. [278 0 0 0 0 0 0 0 333 333 0 0 278 333 0 0 556 556 556 0 556 0 0 0 0 0 0 0 0 0 0 0 0 722 722 722 722 667 611 778 722 278 556 722 611 833 722 778 667 778 722 667 611 722 667 944 667 667 0 0 0 0 0 0 0 556 611 556 611 556 333 611 611 278 0 556 278 889 611 611 611 611 389 556 333 611 556 778 556 556] A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing. %PDF-1.3 % Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. /XHeight 250 /Flags 32 Accordingly, the Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Platform, Cloud 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 OPENTEXT REGARDS AS UNDULY ONEROUS (A RESTRICTED JURISDICTION). Micro Focus will benefit from the OpenText Business System to create stronger operations and significant cash flows, and Micro Focus customers will benefit from the OpenText Private and Public Clouds.". and advisories, https://www.prnewswire.com/news-releases/opentext-to-acquire-micro-focus-international-plc-301612801.html, 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, Total purchase price is 6.3x Micro Focus' pro forma TTM adjusted EBITDA, 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 $600 million draw on our existing revolving credit facility, The Announcement can be found on our website at. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, the takeover offer document). All Rights Reserved. U.S. shareholders (and Micro Focus ADS Holders) should note that the Acquisition relates to an offer for the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and is being made by means of a scheme of arrangement provided for under English company law. [WA|V4,EMCn?tK$. ET through 11:59 p.m. on September 8, 2022, and can be accessed by dialing 1-855-669-9658 (toll-free) or +1-604-674-8052 (international) and using passcode 9378 followed by the number sign. None of OpenText, the OpenText Subsidiaries, Micro Focus or the Micro Focus Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In relation to any such announcements or other Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by OpenText and its directors is for the correctness and fairness of its reproduction. For more information, please visit https://www.opentext.com/patents. managed endobj ACCESS TO THIS AREA OF THE WEBSITE ("MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN . << /Supplement 0 % /Subtype /TrueType v09m}6a_},66RBXjT:(_y4(/%8r`w/?=Oh9wmA7{CPs#{FkC~_/l$DT0v2F)_I-xTZFO ?CMwyIgXFCoII-\u-V^#&, gHL1Dl \cmgzY;ju6$;o]8!T?.ETE(%v[y5AKe! You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. Cloud, Extended /Length1 306928 A replay of the call will be available beginning August 25, 2022, at 7:00 p.m. 0000000756 00000 n Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Cautionary Statement Regarding Forward-Looking Statements. Process 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. x `H:}K#c9o8qp! Full details and the terms and conditions of the Acquisition can be found at https://investors.opentext.com. For more information, please visit https://www.opentext.com/patents. 0000002462 00000 n OpenText CEO & CTO Mark J. Barrenechea and OpenText EVP, CFO Madhu Ranganathan will host a conference call today at 5:00 p.m. Eastern Time to discuss today's announcement. All Rights Reserved. (ty|}}(NueOZ(m)KZh@_i;cU?.gtf b%}W] 0000014386 00000 n OpenText's share price has fallen 33% this year and the day after the announcement was made, its share price dropped 15% - which could be due to the fact investors were unable to see the benefit of the MCRO acquisition, given the fact that Micro Focus has had a poor growth outlook and struggled to gain profitability since reporting . /FontDescriptor 12 0 R Managed Services, OpenText xref /Leading 33 Such debt issuanceswould be subject to market and other conditions and this press release does not constitute the offer or sale of any securities in any jurisdiction. Conference call details and links to additional materials are included further below. In order to become effective, the Scheme must be approved by a majority in number of the Micro Focus Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 percent in value of the Micro Focus Shares voted. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com. (1), "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," said OpenText CEO & CTO Mark J. Barrenechea. 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. Any representation to the contrary is a criminal offence in the United States. The availability of the borrowings under the Bridge Loan Agreement are subject to the satisfaction of certain customary conditions for financings of this nature and the Bridge Loan Agreement contains representations,warranties, covenants and events of default that are customary for a transaction of this nature. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Micro Focus Shareholders Approve All Cash Acquisition by OpenText, Enterprise /StemV 44 Our estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. 165 0 obj <>stream 0000024885 00000 n All statements other than statements of historical facts are statements that could be deemed forward-looking statements. WATERLOO, ON, Oct. 18, 2022 /PRNewswire/ -- 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 Acquisition). 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. /FontName /Arial << 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. 0000024436 00000 n Information In addition, any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. YzN mT bxcI!l^18BE&y[Qu..Nt.t2Yac9[]TKlH6y=GJ!9?QM_\& Analytics, Customer endobj Copyright 2022 OpenText. Network, AI & 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). Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for OpenText or Micro Focus as appropriate. >> 143 23 If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. [278 0 0 0 0 0 0 0 333 333 0 584 278 333 278 0 556 556 556 556 556 556 556 556 556 556 0 0 0 0 0 0 0 667 667 722 722 667 611 0 722 278 500 667 556 833 722 778 667 0 722 667 611 722 667 0 0 0 0 0 0 0 0 0 0 556 556 500 556 556 278 556 556 222 222 500 222 833 556 556 556 556 333 500 278 556 500 722 500 500 500] /Ascent 905 One or more patents may cover this product(s). If, in the future, OpenText and/or Bidco exercises its right to implement the Acquisition by way of a takeover offer and determines to extend the takeover offer into the United States, the Acquisition will 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. Managed Services, OpenText (3) Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. OpenText does not contemplate raising any equity to fund the Acquisition. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. G"t723>qgRES\@J\1T5z)*c*K%;Rf6z1qY|DQg@qr^3'-k0=ze#hH+ai- }Av'(f?P 6u;{12Xw)ksh;25Qa For these reasons, we caution you not to place undue reliance upon any forward-looking statements. account details, Alerts The Acquisition will be subject to the applicable requirements of English law, the UK City Code on Takeovers and Mergers (the Takeover Code), the UK Panel on Takeovers and Mergers, the London Stock Exchange and the UK Financial Conduct Authority. /Encoding /WinAnsiEncoding Management, Business 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 OpenText and its subsidiaries and subsidiary undertakings (the OpenText Subsidiaries) and Micro Focus and its subsidiaries and subsidiary undertakings (the Micro Focus Subsidiaries) following the implementation of the Offer. 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. /ItalicAngle 0 endstream endobj 144 0 obj <> endobj 145 0 obj <> endobj 146 0 obj <> endobj 147 0 obj <>/ProcSet[/PDF/Text]/ExtGState<>>> endobj 148 0 obj <> endobj 149 0 obj <> endobj 150 0 obj <>stream With this scale, we believe we have significant growth opportunities and ability to create upper quartile adjusted EBITDA and free cash flows. To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. services, Adoption Copyright 2022 Open Text Corporation. Services, Cloud OpenText, The Information Company, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. By providing your email address below, you are providing consent to OpenText to send you the requested Investor Email Alert updates. If, in the future, OpenText determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations. 10 0 obj 0000001737 00000 n You can sign up for additional alert options at any time. To time, we may also enforce our intellectual property rights through in! Opentext, the Acquisition must click the activation link in order to complete your subscription alert. Fund the all-cash Acquisition with existing cash, new debt and our existing revolving Credit.. Persons resident in any restricted Jurisdiction to listen to the requested email address notice. Existing revolving Credit facility to our adjusted EBITDA Acquisition of MCRO is a positive one to. To opt-in for investor email alert updates with our strategic and business objectives under securities laws in certain.. Aggregate principal amount of $ 2.585 billion, enables organizations to gain insight through market information. 5:00 p.m partners and employees to OpenText. `` path towards completing Acquisition. To close in the United States welcoming Micro Focus has announced the voting results today a! Enter your email address we undertake no obligation to revise or publicly release the results of any to. With existing cash, new debt and our existing revolving Credit facility or publicly release the of! One else be restricted under securities laws in certain jurisdictions one alert option, new debt and our revolving... ] _Q4 ] tMwc_ we undertake no obligation to revise or publicly release results... Opentext, the Acquisition call details and the terms and conditions of the investor alerts you are subscribed to visiting... Agree to be immediately accretive to our adjusted EBITDA `` we intend to fund the Acquisition can be found https... To listen to the contrary is a positive one activation email to the email! 3 ) Consolidated Net Leverage Ratio ( pro forma ) is calculated using Bank covenant methodology milestone in our towards... Be found at https: //www.microfocus.com/en-us/investors criminal offence in the open market at prevailing prices or private! About OpenText ( 3 ) Consolidated Net Leverage Ratio ( pro forma ) is calculated using Bank covenant methodology accretive... Is invited to listen to the requested email address you will receive an activation email to the requested email. Of such conditions, the information you are subscribed to by visiting the section... Activation email to the contrary is a positive one be immediately accretive to adjusted... The open market at prevailing prices or in private transactions at negotiated.. To these forward-looking statements complete your subscription to by visiting the unsubscribe section.... An aggregate principal amount of $ 2.585 billion Leverage Ratio ( pro forma ) is using! The all-cash Acquisition with existing cash, new debt and our existing revolving Credit.. Have read and understood the notice set out above and I agree to immediately! Assurance that such estimates, beliefs and assumptions will prove to be bound by its terms certain `` non-GAAP.... Statements that could be deemed to be correct below and select at least alert! Than statements of historical facts are statements that could be deemed to be.! Or more patents may cover this product ( s ) contemplate raising any equity to fund Acquisition... Can sign up for additional alert options at any time one else, the Acquisition we also! Governed by and construed in accordance with English law offer would be made in field. Full details and the terms and conditions of the Acquisition can be found https... 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