Micro Focus International plc EU Clearance of Proposed Merger with HPE Software (9897Y)

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RNS Number : 9897Y

Micro Focus International plc

09 March 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 OF THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

9 March 2017

Micro Focus International plc

European Union Competition Clearance

of the Proposed Merger with Hewlett Packard Enterprise Company's ("HPE") Software Business Segment ("HPE Software")

Completion of the acquisition by SUSE of certain assets and talent from HPE

Intention to align Micro Focus's accounting year end with HPE Software's year end in connection with completion of the Merger

Micro Focus International plc ("Micro Focus" or the "Company"), the global infrastructure software business, and HPE announced on 7 September 2016 that they had reached a definitive agreement on the terms of a transaction (the "Transaction") pursuant to which the Company has agreed to acquire HPE Software by way of the merger (the "Merger") with a wholly owned subsidiary of HPE incorporated to hold the business of HPE Software for the purposes of the Transaction.

European Union Competition Clearance

Micro Focus and HPE are pleased to announce that they received confirmation earlier today from the European Union ("EU") that it will not initiate proceedings under Article 6(1) of the EU Merger Regulation in relation to, or any matter arising from, the Transaction ("EU Competition Clearance"). The Transaction has already received confirmation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and remains subject to certain conditions including Micro Focus's shareholders approving the Transaction and the receipt of certain regulatory approvals which remain outstanding. A Circular will be issued to Micro Focus shareholders in May 2017 which will include a notice convening a general meeting to seek such shareholder approval.

Completion of the acquisition by SUSE of certain assets and talent from HPE

SUSE(R) has completed its acquisition of technology and talent from Hewlett Packard Enterprise (HPE), which SUSE announced late last year. SUSE will use the acquired assets to expand its OpenStack Infrastructure-as-a-Service (IaaS) solution and accelerate the company's entry into the growing Cloud Foundry Platform-as-a-Service (PaaS) market.

The acquired OpenStack assets will be integrated into SUSE OpenStack Cloud, and the acquired Cloud Foundry and PaaS assets will enable SUSE to bring to market a certified, enterprise-ready SUSE Cloud Foundry PaaS solution for all customers and partners in the SUSE ecosystem. In addition, HPE has named SUSE as its preferred open source partner for Linux, OpenStack IaaS and Cloud Foundry PaaS. The two companies also have a non-exclusive agreement under which HPE will OEM SUSE's OpenStack IaaS and SUSE's Cloud Foundry PaaS technology for use inside HPE's Helion OpenStack and Helion Stackato solutions. The net impact on Underlying Adjusted EBITDA of these arrangements in the current financial year is estimated at $3m and in the following 12 months is estimated to be $8m.

Intention to align Micro Focus's accounting year end with HPE Software's year end in connection with completion of the Merger

Upon completion of the Merger with HPE Software, Micro Focus intends that, in order to align financial year ends between HPE Software and Micro Focus and conditional upon the completion of the Merger, Micro Focus will align its year end with HPE Software's year end of 31 October, with the first accounting period to be audited after the Merger has completed being for the 18 months ended 31 October 2018. During this extended accounting period and in order to comply with the UK Listing Rules, Micro Focus will also publish an unaudited interim report for the six months ended 31 October 2017 and a second unaudited interim report for the six months ended 30 April 2018.

For further information please contact:

Micro Focus International plc

Mike Phillips (Chief Financial Officer)

Tim Brill (Director, Corporate Communications & IR)

[phone]

J.P. Morgan Cazenove (Lead Financial Adviser and Sole Sponsor)

Bill Hutchings

Chris Wood

[phone]

Numis (Corporate Broker and Financial Advisor)

Alex Ham

Simon Willis

Tom Ballard

[phone]

Powerscourt (PR adviser)

Juliet Callaghan

[phone]

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 offering a broad range of software products, services and solutions, including big data analytics, enterprise security products and information management and governance, application delivery management, and IT operations management solutions for businesses and other enterprises of all sizes. HPE Software's offerings include licences, support, professional services and SaaS.

HPE Software's products are available worldwide. HPE Software has over 30,000 customers worldwide, including 98 of the Fortune 100 companies.

Disclaimer

This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Micro Focus and that will contain detailed information about Micro Focus and its management, as well as financial statements.

Caution Concerning Forward-Looking Statements

This release contains certain statements about the Transaction, Company, HPE and HPE Software that constitute or are deemed to constitute "forward-looking statements" (including within the meaning of the US Private Securities Litigation Reform Act of 1995). The forward-looking statements contained herein may include, but are not limited to, statements about the expected effects on the Company, HPE and HPE Software of the Transaction, the anticipated timing and benefits of the Transaction, the Company's and HPE Software's anticipated standalone or combined financial results and outlooks. Neither the Company, 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 release will actually occur or that if any of the events occur, that the effect on the operations or financial condition of the Company, HPE or HPE Software will be as expressed or implied in such forward-looking statements. In addition, these forward-looking statements are based on a number of assumptions that are subject to change.

Forward-looking statements included herein are made as of the date hereof. Subject to any requirement under applicable law, none of the Company, HPE and 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 release.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 09, 2017 05:02 ET (10:02 GMT)