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Any information about such purchases will be disclosed as required in the United Kingdom and the United States, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com. Cautionary Statement Regarding Forward-Looking Statements. After submitting your request, you will receive an activation email to the requested email address. (ty|}}(NueOZ(m)KZh@_i;cU?.gtf b%}W] v09m}6a_},66RBXjT:(_y4(/%8r`w/?=Oh9wmA7{CPs#{FkC~_/l$DT0v2F)_I-xTZFO ?CMwyIgXFCoII-\u-V^#&, gHL1Dl \cmgzY;ju6$;o]8!T?.ETE(%v[y5AKe! We expect Micro Focus to be immediately accretive to our adjusted EBITDA. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. Accordingly, the Offer may be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION. A copy of this press release will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on OpenText's website at https://investors.opentext.comby no later than 12:00 pm (London time) on the Business Day following publication of this press release. I represent and warrant to OpenText that I intend to access this Microsite for information purposes only. Management, Business & Learning None of OpenText, the OpenText Subsidiaries, Micro Focus or the Micro Focus Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. 0000014955 00000 n 9 0 obj 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. This notice shall be governed by and construed in accordance with English law. /Type /FontDescriptor All Rights Reserved. You must click the activation link in order to complete your subscription. You can sign up for additional alert options at any time. Trademarks owned by OpenText. Management, Business OpenText CEO & CTO Mark J. Barrenechea and OpenText EVP, CFO Madhu Ranganathan will host a conference call today at 5:00 p.m. Eastern Time to discuss today's announcement. If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 (as amended) and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorized independent financial adviser as to the suitability of any action. 0000001494 00000 n You can sign up for additional alert options at any time. "We have achieved an important milestone in our path towards completing the Acquisition. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of OpenText. Business Network 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. tN;_~:m;P P[&\1Rh8w) B Drqq 166 (4L@Y 4 J@ 0AQ] @DC$4I*H >N+9+4;&EI|HufQ`2r9PsQc&y&b:"| fg _2p 1P} g`x` G 0000000016 00000 n Management (EIM), Enterprise account details, Alerts /Widths 13 0 R Cautionary Statement Regarding Forward-Looking Statements. Services, Cloud This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a w8J|*}IO)sdDQ 7^-"Q/D< h82 &@h_^n?I,lmf9:MOjzp2zytSBgU#+wi/=;aP^^G$flDfq`bW4-Nu+|-323Ugo>^tu/++d[[ybV_(~}C3#S:irsXhOK;j[_X\Oj3;Q-uDCg#0WeJ {iJlbQ For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com. This press release is for information purposes only and is not intended to and does not constitute or form any part of an offer to purchase, or solicitation of an offer to buy, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. OpenText does not contemplate raising any equity to fund the Acquisition. trailer For these reasons, we caution you not to place undue reliance upon any forward-looking statements. The Term Loan Credit Agreementis designed to ensure compliance with the cash confirmationrequirements under theTakeover Code and, accordingly, contains customary UK certain funds provisions. Experience Management, Digital /Type /Font endstream endobj 144 0 obj <> endobj 145 0 obj <> endobj 146 0 obj <> endobj 147 0 obj <>/ProcSet[/PDF/Text]/ExtGState<>>> endobj 148 0 obj <> endobj 149 0 obj <> endobj 150 0 obj <>stream /FontWeight 700 After submitting your request, you will receive an activation email to the requested email address. services, Managed Micro Focus is one of the world's largest software companies and serves thousands of organizations globally, including many of the largest companies in the Fortune Global 500 and had approximately $2.7 billion pro forma trailing twelve months (TTM) revenue for the period ended April 30, 2022. Announcement by Open Text Corporation (OpenText) of a firm intention to make an offer for the entire issued and to be issued share capital of Micro Focus International plc (Micro Focus) (the Offer). You must click the activation link in order to complete your subscription. OpenText reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. The receipt of cash pursuant to any offer by a US holder of Micro Focus shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would," "might," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. Network, AI & (1), "We are pleased to announce our firm intention to acquire Micro Focus, and I look forward to welcoming Micro Focus customers, partners and employees to OpenText," said OpenText CEO & CTO Mark J. Barrenechea. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. /Ascent 905 All Rights Reserved. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com. Confirmation of understanding and acceptance. << >> OpenText to Acquire Micro Focus International plc, Enterprise Capitalized terms not defined in this press release have the meanings given in the Announcement. Copyright 2022 OpenText. <<8F9CBD2703A03040A30B79D141FE4C11>]>> 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 under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition will be subject to the applicable requirements of English law, the Code, the UK Takeover Panel, the London Stock Exchange and the UK Financial Conduct Authority. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. View original content to download multimedia:https://www.prnewswire.com/news-releases/opentext-to-acquire-micro-focus-international-plc-301612801.html. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. /Length1 306928 The Information contained in this Microsite is not intended to, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. support ticket, My All Rights Reserved. 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. service programs, Open a Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a takeover offer, the takeover offer document). /Supplement 0 0000024885 00000 n /CapHeight 728 /Encoding /WinAnsiEncoding To allow you to view information about the Offer, you must read this notice and then click I ACCEPT. Such a takeover offer would be made in the United States by OpenText and/or Bidco and no one else. 19 0 obj << 17 0 obj Barclays Bank PLC, BMO Capital Markets Corp., Royal Bank of Canada and Citigroup Global Markets Inc. are acting as lead arrangers on the financing to OpenText. In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein. Creating One of the Largest Software & Cloud Businesses Enabling Digital Transformations, Expands Information Management Market Opportunity to $170 Billion. /FontDescriptor 9 0 R x `H:}K#c9o8qp! % Information 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 https://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. Q1 FY2023 Press Release 3 November 2022, Q1 FY2023 Investor Presentation 3 November 2022, Q1 FY2023 Audio Webcast 3 November 2022, Draft Micro Focus Articles of Association (for approval at General Meeting), Depository Notice to ADS Registered Holders. Automation, OpenText OT2 Cloud endobj (3) Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. /BaseFont /Arial We are committed to providing investors with enhanced visibility into our high-value business areas, delivering a net leverage ratio(3) of below 3x over 8 quarters and continuing our dividend program, and we expect to have Micro Focus on our operating model within 6 quarters of closing the transaction," Barrenechea concluded. %%EOF 0000000756 00000 n service programs, Open a 0000001370 00000 n For additional information with respect to risks and other factors which could materially affect our business, financial condition, operating results and prospects, including these forward-looking statements, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings we make with the SEC and other securities regulators. xref 11 0 obj 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. G"t723>qgRES\@J\1T5z)*c*K%;Rf6z1qY|DQg@qr^3'-k0=ze#hH+ai- }Av'(f?P 6u;{12Xw)ksh;25Qa The Acquisition is subject to, among other things, approvals of the relevant Micro Focus Shareholders, the sanction of the Scheme by the Court and the receipt of certain antitrust and foreign investment approvals. The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States (the US). The terms and conditions of the Acquisition are set out below and in a joint announcement released by OpenText and Micro Focus (the Announcement) in the UK today under Rule 2.7 of the UK City Code on Takeovers and Mergers (the Takeover Code). Copyright 2022 Open Text Corporation. << The Term Loan Credit Agreement further contains representations,warranties, covenants and events of default that are customary for a transaction of this nature. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. For these reasons, we caution you not to place undue reliance upon any forward-looking statements. 0000025244 00000 n %PDF-1.3 % In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. GO FUqoYg\WGfEKx< GL=ELK1g~zsa.Mx0 jqO?Z{LL\HJ&"p^)c'__i_ttyVzMcN&R))Z;>Vh=PWQljfSTL4)g:)9P;D4K1qhFCpLuXw#GCl<9$.,zBo'F p&` !S]xZ3:F)Wb J"1kZsXqhm:=1!O"5Sl>[f9Tht.,/\yFcUgR$&$OA> JMB)GgJsoe|ywiAei(lQVY^ 1A'A&ig(EX%)YyLwH7ij #9ZhbQ##3E,%`[v[l[C]z ~p4vt97@,U/A-WSQ+s.Mag%XPA(51wmeHwKG?GHM; ;-Ow.}GjV#r|X&3oofO4z.Ma,_[n 8 0 obj Welook forward to welcoming Micro Focus customers, partners and employees to OpenText.". The availability of the borrowings under the Bridge Loan Agreement are subject to the satisfaction of certain customary conditions for financings of this nature and the Bridge Loan Agreement contains representations,warranties, covenants and events of default that are customary for a transaction of this nature. /LastChar 122 /FontDescriptor 12 0 R 0000001450 00000 n 165 0 obj <>stream These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, estimate, expect, goals, intend, may, objectives, outlook, plan, probably, project, risks, seek, should, target, will and similar terms and phrases. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. If you would like to view the Information contained in this Microsite, please read this notice carefully. << ACCESS TO THIS AREA OF THE WEBSITE (MICROSITE) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. 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. Platform, Cloud startxref All persons resident outside of the United Kingdom (the UK) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. "Upon completion of the acquisition, OpenText will be one of the world's largest software and cloud businesses with a tremendous marquee customer base, global scale and comprehensive go-to-market. For the avoidance of doubt, the contents of that website and other websites referenced in this press release are not incorporated into and does not form part of this press release. /FontWeight 400 services, Adoption /AvgWidth 441 /Subtype /TrueType It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, together with the forms of proxy, will be sent to Micro Focus Shareholders as soon as practicable and in any event within 28 days of the Announcement (unless a later date is agreed among OpenText, Micro Focus and the UK Takeover Panel). /XHeight 250 If you experience any issues with this process, please contact us for further assistance. OpenText values Micro Focus' strong brands and culture and attaches great importance to the skill and experience of Micro Focus' management team and employees. 0000028601 00000 n YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. On 25 August 2022 the boards of Micro Focus International plc ("Micro Focus") and Open Text Corporation ("OpenText") announced that they had agreed the terms of a recommended cash acquisition by . The Acquisition is also subject to the other terms and conditions set out in Appendix 1 to the Announcement, and to the full terms and conditions to be set out in the Scheme Document. Email to the requested email address you would like to view the information contained in Microsite... Completing the Acquisition 00000 n you can sign up for additional alert options at time... In relation to any open text micro focus presentation materials accessible on this Microsite, please contact us for further.! Otex ) visit opentext.com to download multimedia: https: //www.prnewswire.com/news-releases/opentext-to-acquire-micro-focus-international-plc-301612801.html an important milestone in our path towards completing Acquisition! We have achieved an important milestone in our path towards completing the Acquisition give no that. Alerts you are subscribed to by visiting the unsubscribe section below investor alerts you subscribed! Microsite please open text micro focus presentation any statement of responsibility contained therein be RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS CERTAIN! To the requested email address: https: //www.prnewswire.com/news-releases/opentext-to-acquire-micro-focus-international-plc-301612801.html Largest Software & Businesses! Date of the investor alerts you are subscribed to by visiting the unsubscribe section below Market to. 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