UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: January 2023
Commission
File Number: 001-38187
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MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
Indicate
by check mark whether this registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
CONTENTS
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Exhibit No.
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Exhibit Description
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99.1
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Court
Sanction of Scheme of Arrangement, dated 27 January
2023
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 January 2023
RECOMMENDED CASH ACQUISITION
of
MICRO FOCUS INTERNATIONAL PLC ("MICRO FOCUS")
by
OPEN TEXT CORPORATION ("OPENTEXT")
through its wholly-owned subsidiary, Open Text UK Holding Limited
("Bidco")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
On 25 August 2022, the boards of Micro Focus and OpenText announced
that they had reached agreement on the terms and conditions of a
recommended all cash acquisition of the entire issued, and to be
issued, share capital of Micro Focus (the "Acquisition"), to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme
was published on 20 September 2022 (the "Scheme
Document").
Micro Focus and OpenText are pleased to announce that the High
Court of Justice in England and Wales has today made an order
sanctioning the Scheme under section 899 of the Companies Act
pursuant to which the Acquisition is being
implemented.
Next steps and timetable
It is anticipated that the Effective Date will be 31 January 2023,
which is when a copy of the Scheme Court Order is expected to be
delivered to the Registrar of Companies. There has been no material
change to the expected timetable of principal events for the
Acquisition set out in the announcement made by Micro Focus and
OpenText in relation to the Acquisition on 22 December
2022.
Applications have been made for the suspension of trading in Micro
Focus Shares on the London Stock Exchange's main market for listed
securities and the listing of Micro Focus Shares on the premium
listing segment of the Official List of the Financial Conduct
Authority and such suspensions are expected to take effect by 7:30
a.m. on 31 January 2023. Applications will be made for the
suspension of trading in Micro Focus ADSs on the New York Stock
Exchange (the "NYSE") and such suspensions are expected to take
effect immediately before market opens at 9.30 a.m. (New York time)
on 31 January 2023. The last day of dealings in, and for the
registration and transfer of, Micro Focus Shares and Micro Focus
ADSs is therefore expected to be 30 January
2023.
The Scheme Record Time will be 6:00 p.m. on 30 January 2023. Scheme
Shareholders on Micro Focus' register at the Scheme Record Time
will, upon the Scheme becoming effective in accordance with its
terms, be entitled to receive 532 pence in cash for each Scheme
Share held.
The de-listing of Micro Focus Shares from the premium listing
segment of the Official List of the Financial Conduct Authority and
the cancellation of the admission to trading of Micro Focus Shares
on the London Stock Exchange's main market for listed securities
have also been applied for and, subject to the Scheme becoming
Effective, are expected to take effect by 8:00 a.m. on
1 February 2023.
The cancellation of the listing of the Micro Focus ADSs on the NYSE
is expected to be applied for on 31 January 2023 and, subject to
the Scheme becoming effective, is expected to take effect on 10
February 2023. In addition, there has been made or will be made an
application to terminate Micro Focus's registration with the
SEC.
A further announcement will be made when the Scheme has become
Effective.
Full details of the Acquisition are set out in the Scheme
Document.
General
If any of the dates and/or times set out above change, the revised
dates and/or times will be notified to Micro Focus Shareholders by
announcement through a Regulatory Information Service and to Micro
Focus ADS Holders by announcement, which Micro Focus will furnish
to the SEC on Form 6-K.
Capitalised terms used in this announcement (the
"Announcement") shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times
in this Announcement are to London, United Kingdom times unless
otherwise stated.
Enquiries:
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Micro Focus
Stephen Murdoch, CEO
Matt Ashley, CFO
Ben Donnelly, Investor Relations
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+44 (0) 1635 32646
Investors@microfocus.com
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Goldman Sachs International (Lead financial adviser to Micro
Focus)
Jung Min
Nicholas van den Arend
Nick Harper
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+44 (0) 20 7774 1000
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Numis Securities Limited (Financial adviser and corporate broker to
Micro Focus)
Simon Willis
Joshua Hughes
Havish Patel
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+44 (0) 20 7260 1000
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Jefferies International Limited (Financial adviser and corporate
broker to Micro Focus)
Sam Barnett
Philip Noblet
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+44 (0) 20 7029 8000
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Brunswick (PR Adviser to Micro Focus)
Sarah West
Jonathan Glass
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+44 (0) 20 7404 5959
microfocus@brunswickgroup.com
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OpenText
Harry Blount, SVP, Investor Relations
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+1 415 963 0825
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Barclays Bank PLC, acting through its Investment Bank (Sole
financial adviser to OpenText and Bidco)
Omar Faruqui
Bruce Rothney
Steven Markovich
Michael Keslosky
Darren Johnson
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+44 (0) 20 7623 2323
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Slaughter and May and Cravath, Swaine & Moore LLP are acting as
legal advisers to Micro Focus.
Allen & Overy LLP and Cleary Gottlieb Steen & Hamilton LLP
are acting as legal advisers to OpenText and Bidco.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Micro
Focus in any jurisdiction in contravention of applicable
law.
The Acquisition will be implemented solely by means of the Scheme
Document, which (together with the Forms of Proxy) contains the
full terms and conditions of the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important notices relating to financial advisers
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively for OpenText and Bidco and
no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
OpenText and Bidco for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the
Acquisition or any other matter referred to in this
Announcement.
In accordance with the Code, normal United Kingdom market practice
and Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, as
amended (the "U.S.
Exchange Act"), Barclays and its
affiliates will continue to act as exempt principal trader in Micro
Focus securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at www.londonstockexchange.com.
This information will also be publicly disclosed in the United
States to the extent that such information is made public in the
United Kingdom.
Goldman Sachs International
("Goldman
Sachs"), which is authorised by
the PRA and regulated by the FCA and the PRA in the United Kingdom,
is acting exclusively for Micro Focus and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Micro Focus for providing the protections afforded to clients
of Goldman Sachs or for providing advice in connection with the
matters referred to in this Announcement. No representation or
warranty, express or implied, is made by Goldman Sachs as to the
contents of this Announcement.
Numis Securities Limited
("Numis"), which is authorised and regulated by the FCA
in the United Kingdom, is acting exclusively for Micro Focus and no
one else in connection with the Acquisition and the contents of
this Announcement and will not be responsible to anyone other than
Micro Focus for providing the protections afforded to clients of
Numis nor for providing advice in relation to the Acquisition, the
contents of this Announcement, or any matters referred to herein.
Neither Numis nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
Announcement, any statement contained herein or
otherwise.
Jefferies International Limited
("Jefferies"), which is regulated in the United Kingdom by
the FCA, is acting as financial adviser exclusively for Micro Focus
and no one else in connection with the matters set out in this
Announcement. In connection with such matters, Jefferies will not
regard any other person as its client and will not be responsible
to anyone other than Micro Focus for providing the protections
afforded to clients of Jefferies or for providing advice in
relation to the contents of this Announcement or any other matter
referred to herein. Neither Jefferies nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this
Announcement, any statement contained herein or
otherwise.
Overseas Shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are not resident in the UK or who are
subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the UK or who are subject to the laws of another
jurisdiction to participate in the Acquisition may be affected by
the laws of the relevant jurisdictions in which they are located or
to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by OpenText or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that
jurisdiction.
The Acquisition will be subject to the applicable requirements of
English law, the Code, the Panel, the London Stock Exchange and the
FCA.
Copies of this Announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction or any jurisdiction where
to do so would constitute a violation of the laws or regulations of
such jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of acceptance of the Acquisition.
Additional information for U.S. investors
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 of
the U.S. Exchange Act and is being made by means of a scheme of
arrangement provided for under English company law. 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 U.S. Exchange Act, as amended. 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.
The financial information with respect to Micro Focus included in
this Announcement and the Scheme Document has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with U.S.
GAAP.
It may be difficult for U.S. shareholders and Micro Focus ADS
Holders to enforce their rights and any claims they may have
arising under the U.S. federal securities laws in connection with
the Acquisition, since Micro Focus, OpenText and Bidco are each
located in a country other than the United States, and some or all
of their respective officers and directors may be residents of
countries other than the United States. U.S. shareholders and Micro
Focus ADS Holders may not be able to sue Micro Focus, OpenText,
Bidco or their respective officers or directors in a non-U.S. court
for violations of the U.S. securities laws. Further, it may be
difficult to compel Micro Focus, OpenText or Bidco and their
respective affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
The receipt of cash pursuant to the Scheme by U.S. shareholders
(and Micro Focus ADS Holders) as consideration for the cancellation
of its Micro Focus shares pursuant to the Scheme may be a taxable
transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws. Each Micro Focus Shareholder (including U.S. shareholders)
and Micro Focus ADS Holder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable U.S.
federal, state and local, as well as foreign and other, tax
laws.
Micro Focus is currently subject to the informational requirements
of the U.S. Exchange Act and, in accordance therewith, files
reports and other documents with the SEC. Reports and other
information filed by Micro Focus with the SEC may be obtained free
or charge from the SEC's website at www.sec.gov.
Neither the SEC nor any U.S. state securities commission has
approved, disproved or passed judgment upon the fairness or the
merits of the Acquisition or determined if this Announcement is
adequate, accurate or complete. Any representation to the contrary
is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant to
Rule 14e-5(b) of the U.S. Exchange Act (if applicable), OpenText,
Bidco, certain affiliated companies and their nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other securities of
Micro Focus outside of the United States, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable
law, including the U.S. Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Forward-looking statements
This Announcement (including information incorporated by reference
in this Announcement), oral statements made regarding the
Acquisition, and other information published by OpenText, Bidco and
Micro Focus contain statements which are, or may be deemed to be,
"forward-looking statements". All statements, other than statements
of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and
projections of OpenText, Bidco and Micro Focus about future events,
and are therefore subject to risks and uncertainties which could
cause actual results, performance or events to differ materially
from those expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on the OpenText Group, the Micro Focus Group and the
Enlarged Group, the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "budget",
"targets", "aims", "scheduled", "estimates", "forecast", "intends",
"anticipates", "seeks", "prospects", "potential", "possible",
"assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. OpenText, Bidco and Micro Focus give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the
control of OpenText, Bidco and/or Micro Focus) because they relate
to events and depend on circumstances that may or may not occur in
the future.
There are a number of factors that could affect the future
operations of the OpenText Group, the Micro Focus Group and/or the
Enlarged Group and that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include the satisfaction
(or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and
economic conditions; the impact of the Covid-19 pandemic or other
pandemics, asset prices; market-related risks such as fluctuations
in interest rates and exchange rates, industry trends, competition,
changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including
changes related to capital and tax), changes in political and
economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict, disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and
currency fluctuations), the timing impact and other uncertainties
of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any
anticipated synergy benefits when the Acquisition is implemented
(including changes to the board and/or employee composition of the
Enlarged Group), the inability of the OpenText Group to integrate
successfully the Micro Focus Group's operations and programmes 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. Other unknown or unpredictable factors could affect
future operations and/or cause actual results to differ materially
from those in the forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such
factors.
Each forward-looking statement speaks only as of the date of this
Announcement. Neither OpenText Group nor Micro Focus Group, nor any
of their respective associates or directors, officers or advisers,
provides any representation, warranty, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. Forward-looking statements involve inherent risks and
uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this
section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code, the UK
Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules), neither the OpenText Group nor the Micro Focus
Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates or quantified financial benefits
statements
Nothing in this Announcement is intended, or is to be construed, as
a profit forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for OpenText or Micro Focus for the current or future financial
years, will necessarily match or exceed the historical published
earnings or earnings per share for OpenText or Micro Focus, as
appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the Announcement in which any
securities exchange offeror is first identified. 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). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. on the tenth business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
on the tenth business day following the Announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror before the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. on the business day following the date of
the relevant dealing.
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 will be deemed to be a
single person for the purpose of
Rule 8.3.
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).
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 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Micro Focus Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Micro Focus may be provided to OpenText and/or
Bidco during the Offer Period as
required under section 4 of Appendix 4 to the Code to comply with
Rule 2.11(c) of the Code.
Publication on a website
This Announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on OpenText's website at
https://investors.opentext.com/ and on Micro Focus's website at
https://www.microfocus.com/en-us/investors by no later than 12 noon
(London time) on the Business Day following the publication of this
Announcement. Neither the content of any of the websites referred
to in this Announcement nor the content of any website accessible
from hyperlinks in this Announcement is incorporated into, or forms
part of, this Announcement.
Right to request hard copies
Micro Focus Shareholders may, subject to
applicable securities laws, request a hard copy of this
Announcement (and any information incorporated into it by reference
to another source) by contacting Micro Focus's registrars,
Equiniti, between 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday (excluding public holidays in England and Wales) on 0371
384 2734 (textphone for shareholders with hearing difficulties 0371
384 255) within the United Kingdom or on +44 (0)121 415 0804 from
overseas, or by submitting a request in writing to Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, with
an address to which the hard copy may be sent. Calls are charged at
the standard geographic rate and will vary by provider. For persons
who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. Micro Focus Shareholders may,
subject to applicable securities laws, also request that all future
documents, announcements and information to be sent in relation to
the Acquisition should be in hard copy form.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date:
27 January 2023
Micro
Focus International plc
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By:
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/s/ Matt Ashley
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Name:
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Matt
Ashley
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Title:
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Chief
Financial Officer
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