Micro Focus shareholders approve all cash acquisitions by OpenText
OpenText™ (NASDAQ: OTEX), (TSX: OTEX) confirms that shareholders of Micro Focus International plc (LSE: MCRO) today approved the terms of the cash offer recommended by OpenText, through its wholly-owned subsidiary, Open Text UK Holding Limited (Bidco), to acquire all of the issued and to be issued share capital of Micro Focus and (NYSE (ADS): MFGP) as announced on August 25, 2022 (the Acquisition).
Micro Focus today announced the results of the vote and a copy of the announcement is available at https://www.microfocus.com/en-us/investors. The Acquisition remains subject to satisfaction of the conditions set forth in Micro Focus’s shareholders’ circular relating to the Acquisition (the Scheme Document), including regulatory clearances. Subject to satisfaction of these conditions, the acquisition is expected to close in the first quarter of calendar year 2023. Full details and terms and conditions of the acquisition are available at https://investors.opentext. com.
“We are delighted that Micro Focus shareholders have approved the offer,” said OpenText’s CEO and CTO. Mark J. Barrenechea . “We have reached an important milestone on our journey to complete the acquisition. Upon closing, OpenText will be one of the largest software and cloud companies in the world. We look forward to welcoming customers, partners and Micro Focus employees at OpenText.”
Barclays Bank PLC is the sole financial advisor to OpenText. Allen & Overy LLP and
Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors to OpenText.
OpenText, The Information Company™, empowers organizations to gain insight through market-leading information management solutions powered by OpenText Cloud Editions. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX), visit opentext.com
US shareholders (and Micro Focus ADS holders) should note that the Acquisition relates to an offer of shares of a UK company which is a “foreign private issuer” as defined in the Rule 3b -4 under the US Securities Exchange Act of 1934, as amended (the Exchange Act), and is effected by arrangement under English company law. The Acquisition, being implemented by arrangement, is not subject to the take-over bid rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a plan of arrangement involving a target company in the United Kingdom listed on the London Stock Exchange, which differ from the requirements of the public offer. American purchase and proxy solicitation rules. . If, in the future, OpenText and/or Bidco exercises its right to complete the Acquisition by means of a tender offer and decides to extend the tender offer to United States , the acquisition will be made in accordance with applicable United States securities laws and regulations, including Sections 14(d) and 14(e) of the Exchange Act and Regulations 14D and 14E thereunder. Such a buyout offer would be made in United States by OpenText and/or Bidco and no one else.
Caution Regarding Forward-Looking Statements
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.
This press release is provided for informational purposes only and is not intended to and does not constitute or form part of an offer to buy, or a solicitation of an offer to buy, securities or the solicitation of a vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be effected solely by means of the Scheme Document which, together with the proxy forms, will contain the full terms and conditions of the Acquisition. Any decision regarding the Acquisition or any other response thereto should be made solely on the basis of the information contained in the Scheme Document (or, if the Acquisition is effected by way of a public tender offer , the tender offer document).
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 United States and Canada , and is subject to the safe harbors created by these provisions. All statements other than statements of historical fact are statements that could be considered forward-looking statements. Words such as “plans”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may”, “could”, “would” , “could”, “will”, and variations of these words or similar expressions are intended to identify forward-looking statements. Further, any statements or information referring to expectations, beliefs, plans, projections, goals, performance, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements and are based on our expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it deems appropriate in the circumstances. . 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. We cannot guarantee that these estimates, beliefs and assumptions will prove to be correct.
These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to the inability to obtain the regulatory approvals required for the acquisition, the timing of obtaining such approvals and the risk that such approvals the imposition of conditions that could adversely affect, after completion of the Acquisition (if completed), the enlarged group (the Enlarged Group) or the expected benefits of the Acquisition (including as disclosed in any forward-looking financial information) , the risk that a condition to the closing of the Acquisition may not be satisfied in a timely manner or at all, the failure of the closing of the Acquisition for any other reason, uncertainties as to the access to available financing (including debt refinancing) on a timely basis and on reasonable terms, the expected effects of the Acquisition on us, the acquired company and, after the completion ization of the Acquisition (if completed), the Enlarged Group, the expected timing and scope of the Acquisition, all statements regarding our future financial condition (and that of the Enlarged Group), results of operations, cash flows cash flow, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, management plans and objectives, impact on schedule and other uncertainties of future or anticipated acquisitions, divestitures or offerings, the Enlarged Group’s inability to successfully realize the synergy benefits anticipated upon implementation of the Acquisition (including changes to the board of administration and/or the composition of employees of the Enlarged Group), our inability to successfully integrate the activities and programs of the acquired company during the implementation of the Acquisition, the Enlarged Group incurs t and/or experiencing unforeseen costs and/or delays (including computer system failures, cybercrime, fraud and pension plan liabilities), or Acquisition-related difficulties in completing the ‘Acquisition, an 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 government authorities to contain COVID-19 or to address 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 potential adverse effects on our business, operations and financial performance, the impact of Russia – Ukraine dispute over our business, including our decision to cease direct business in Russia and Belarus and with well-known Russian 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. We rely on a combination of copyright, patent, trademark and trade secret laws, nondisclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in accordance with our strategic and business objectives.
The actual results achieved by us may differ materially from any forward-looking statements, which reflect management’s current expectations and projections regarding future results only as of the date hereof. We undertake no obligation to revise or release the results of any revisions to these forward-looking statements. For additional information about risks and other factors that could materially affect our business, financial condition, results of operations and prospects, including these forward-looking statements, see our Annual Report on Form 10-K , our quarterly reports on Form 10-Q and other securities filings we make with the SEC and other securities regulatory authorities. For these reasons, we caution you not to place undue reliance on forward-looking statements.
Copyright © 2022 OpenText. All rights reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.
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SOURCEOpen Text Corporation