Trading and Transaction Update

Released : 09/05/2017 07:00

RNS Number : 5606E
Micro Focus International plc
09 May 2017



9 May 2017

Micro Focus International plc

Trading and Transaction Update

On 7 September 2016, Micro Focus International plc ("Micro Focus" "the Company" or "the Group") and Hewlett Packard Enterprise Company ("HPE") announced that they had reached a definitive agreement (the "Merger Agreement") on the terms of a transaction (the "Transaction") pursuant to which the Company agreed to combine with HPE's software business segment ("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 formed to hold HPE Software for the purposes of the Transaction.

Micro Focus now provides an update on trading performance for the period ended 30 April 2017 together with an update on the Transaction.

Trading Update

Micro Focus revenues within the range of management expectations

For the year ended 30 April 2017, Micro Focus reiterates that it expects to report revenues within the range of management guidance of flat to minus 2% on a pro-forma constant currency basis.

HPE Software trading update

Preliminary indications are that HPE Software's revenue was down approximately 10% year on year in the quarter ended 30 April 2017 (on a reported basis after adjusting for the disposal of Tipping Point) driven principally by Licence and Professional Services decline, with Support and SaaS broadly flat.  These preliminary results are estimates only and remain subject to the completion of HPE Software's financial closing procedures.  Further, these preliminary estimates relate to the HPE Software business only.  HPE is expected to release full company results for the quarter ended 30 April 2017 in the coming weeks.

Transaction Update

All required regulatory approvals have now been received including approval for the Transaction from the Committee on Foreign Investment in the United States ("CFIUS"). A Circular convening a general meeting of Micro Focus shareholders to request approval of the Transaction will be posted shortly. Shareholders will also be asked to approve a US$500m return of value, approximately US$2.09 per fully diluted share based on the current fully diluted share count (c. £1.61 pence per fully diluted share at the current exchange rate of US$1.30:£1), structured as a B Share Scheme.  The sterling value of the return of value will be determined closer to completion, which is expected to be 1 September 2017 subject to satisfaction of the conditions to closing set forth in the Merger Agreement, and will be dependent upon the US$:£ exchange rate at that time.      

Improvement in terms on existing term loans

Following the successful syndication of the New Credit Facilities related to the Transaction, Micro Focus' existing term loans have been consolidated into one tranche that matures in November 2021 with an annual amortisation of 1% per annum of the original value of $1,775 million.  At 30 April 2017, $1,515 million of the existing term loan was outstanding upon which a reduced margin of 2.50% over US LIBOR was payable, an improvement of 1.25%.

Preliminary Results date

Micro Focus will issue its preliminary results for the year ended 30 April 2017 on Thursday 12 July 2017.

Kevin Loosemore, Executive Chairman of Micro Focus commented:

'We are excited about the opportunities of our business combination and are pleased to have obtained all regulatory approvals and the new debt facilities. We look forward to being able to combine the businesses and to fully implement the Micro Focus business model.

We are encouraged by the early progress that HPE Software's management are making on implementing operational efficiencies and the speed of change in the business. Whilst the short term decline in licence is disappointing it is not unusual given the level of change being undertaken.'




Micro Focus

Tel: +44 (0) 1635 32646

Kevin Loosemore, Executive Chairman


Mike Phillips, Chief Financial Officer


Tim Brill, IR Director




Tel: +44 (0) 20 7250 1446

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 as determined by 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: 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:

About HPE Software

HPE Software is a leading global provider of enterprise grade scalable software that allows customers to test application quality, manage the application lifecycle, automate IT operations, 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 licenses, 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.


The information contained in this announcement is not for release, publication or distribution 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, 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.


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.


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 or otherwise included in this announcement, is incorporated into, or forms part of, this announcement.


No statement in this announcement is intended as a profit forecast of Micro Focus or a profit estimate of Micro Focus and no statement in this announcement should be interpreted to mean that earnings per Micro Focus share for the current or future financial years would necessarily match or exceed the historical published earnings per Micro Focus share.


Information set forth in this announcement (including information incorporated by reference in this announcement), oral statements made regarding the proposed Transaction, and other information published by Micro Focus or HPE may contain certain statements about Micro Focus, HPE and HPE Software that are "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 announcement may include 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 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. Neither Micro Focus nor HPE, 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 announcement 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; Micro Focus' and HPE's ability to complete the Transaction on anticipated terms and schedule, including the ability to obtain shareholder approval 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' Annual Report and Accounts 2016. Forward-looking statements included herein are made as of the date hereof.

Subject to any requirement under applicable law, none of Micro Focus, HPE or HPE Software undertakes any 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 announcement.


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 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 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. 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 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.


This announcement 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 information statement/prospectus contained in the registration statements to HPE's stockholders. This announcement is not a substitute for the registration statements or other documents 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 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.


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