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"" Micro Focus Merger with Hewlett Packard Enterprise's Software Business Segment
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Today Micro Focus announced its intention to merge with HPE Software and subject to the satisfaction of a number of conditions including shareholder and regulatory approvals, the merger is anticipated to complete in Q3 2017.
The combination of Micro Focus and HPE Software will deliver outstanding product capability to support today's key IT and business initiatives in Mobile, Cloud, DevOps, Internet of Things, Big Data and Analytics.
Both businesses understand that today's organizations need to maximize the value of their IT infrastructure in order to innovate with the lowest possible risk. The combined company will offer our customers more capability and choice as they seek to maximize the business value of existing IT assets, leveraging their business logic and data to innovate in new ways – what we call bridging the old and the new.
HPE Software's software products are similar in nature and complementary to our own, and following successful completion will enable Micro Focus and its business partners to offer significant additional customer value. HPE Software's software solutions span across IT Management, Enterprise Security, Information Management & Governance and Big Data & Analytics. The proposed Merger is entirely consistent with the Micro Focus growth strategy, and brings additional depth and breadth to the value we can offer on a global basis.
Also, at the same time, Micro Focus and HPE announced their intent to enter into a commercial partnership naming SUSE as HPE's preferred Linux partner as well as exploring additional collaboration leveraging SUSE's OpenStack expertise for joint innovation around HPE's Helion Openstack and Stackato Platform-as-a-Service solutions.
This is an exciting and important development but I want to assure you we will not be distracted from our goal of delivering great products and the highest levels of service in support of your business. Thank you for your commitment to our products and our company. If you have questions do not hesitate to contact your Micro Focus account manager.
Yours sincerely,
Stephen Murdoch
Chief Executive Officer, Micro Focus
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No Offer or Solicitation
This communication does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, or any solicitation of any vote or approval. It does not constitute a prospectus or a prospectus "equivalent" document.
Additional Information and Where to Find It
This communication has been prepared and issued by and is the sole responsibility of Micro Focus International PLC (the "Company"). This communication relates to the Company and its conditional agreement to acquire the software business of Hewlett Packard Enterprise Co. ("HPE") to be held by Seattle SpinCo, Inc. ("Seattle"), a wholly owned subsidiary of HPE, constituting a reverse takeover for the purposes of the Listing Rules of the UKLA (the "Acquisition" or the "Transaction"). The Transaction will be submitted to the Company's shareholders for their consideration and approval. In connection with the Transaction, the Company will file relevant materials with the SEC, including a registration statement on Form F-4 or S-4 containing a prospectus relating to the Company's American Depositary Shares to be issued in connection with the Transaction, and Seattle will file a registration statement with the SEC. The Company will mail the prospectus contained in the Form F-4 or S-4 to HPE's stockholders. This communication is not a substitute for the registration statements or other document(s) that the Company and/or Seattle 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 the Company free of charge from the SEC's website at www.sec.gov. <www.sec.gov?elqTrackId=25ae7f50895f45e781bd3d5c4a81da0b&elq=ca5e681a93254dabac25f87667114df7&elqaid=9479&elqat=1&elqCampaignId=2850> These documents (when they are available) can also be obtained free of charge from the Company upon written request to the Company's investor relations department or HPE's investor relations department.
Caution Concerning Forward-Looking Statements
This communication may contain certain statements about the Company, HPE and Seattle that are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication may include statements about the expected effects on the Company, HPE and Seattle of the Transaction, the anticipated timing and benefits of the Transaction, the Company's and Seattle's anticipated standalone or combined financial results 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 the Company, HPE or Seattle (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. 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: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; the Company's and HPE's ability to complete the Transaction on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Transaction; risks relating to any unforeseen liabilities of the Company or Seattle; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects of the Company, Seattle and the resulting combined company; business and management strategies and the expansion and growth of the operations of the Company, Seattle and the resulting combined company; the ability to successfully combine the business of the Company and Seattle and to realise expected operational improvement from the Transaction; the effects of government regulation on the businesses of the Company, Seattle or the combined company; the risk that disruptions from the Transaction will impact the Company's or Seattle's business; and the Company's, Seattle's or HPE's plans, objectives, expectations and intentions generally. Forward-looking statements included herein are made as of the date hereof, and none of the Company, Seattle or HPE undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.
Subject to any requirement under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this communication.
Except as otherwise explicitly stated, neither the content of the Company's 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
Received on Thu Sep 08 2016 - 00:50:51 CEST