Open Text Corporation - Open Text Corporation - Rule 19.6(b) Announcement
Latest stock market news: 29.11.2023 / 7:00am
THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”).
November 28, 2023
OPEN TEXT CORPORATION (“OPENTEXT”)
through its wholly-owned subsidiary, Open Text UK Holding Limited (“Bidco”)
Update to stated post-offer intentions regarding Micro Focus International plc
OpenText announces that, further to the completion of its recommended cash acquisition (the “Acquisition”), through Bidco, of the entire issued and to be issued share capital of Micro Focus International plc (now Micro Focus International Limited, “Micro Focus”), which was effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 and which became effective on 31 January 2023, it has taken a course of action which differs from the statements of intention made pursuant to Rules 2.7(c)(viii) and 24.2 of the Code (the “Stated Intentions”), as set out in its announcement of 25 August 2022 and the scheme document published on 20 September 2022.
Reasons for the modification to the Stated Intentions and action taken
Following completion of the Acquisition, and considering expressions of interest received after completion, OpenText has made the decision to divest its Application Modernisation and Connectivity (“AMC”) business to Rocket Software, Inc. (“Rocket Software”) for US$2.275 billion in cash in order to, among other benefits, singularly focus on the powerful Cloud and AI opportunities within Information Management, increase focus on Cloud growth opportunities and return the company to capital flexibility. OpenText believes that the AMC business is better positioned as part of Rocket Software’s organization, and the combination of the highly complementary product portfolios will meet organizations at any stage of their modernization journey with a comprehensive product portfolio spanning from mainframe to hybrid workloads. The transaction is expected to be completed within OpenText’s fourth fiscal quarter ending June 30, 2024, subject to regulatory approvals and customary closing conditions.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this announcement, including statements about Open Text Corporation (“OpenText” or “the Company”) regarding its singular focus on the powerful Cloud and AI opportunities within Information Management, increasing focus on Cloud growth opportunities and return the company to capital flexibility; details of the transaction including timing and benefits thereof, including the combined product portfolios and abilities of the counterparty to the transaction to meet the needs of organizations; and other matters, which may contain 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 or information under applicable securities laws (forward-looking statements). 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. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's 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 can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future share buybacks are also subject to the final determination and discretion of the Board of Directors, as well as regulatory approvals. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: receipt of regulatory approvals and achievement of customary closing conditions for the transaction; all statements regarding the expected future financial position, results of operations, cash flows, dividends, future share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; our ability to successfully divest the business and complete the transaction, including incurring unanticipated costs, delays or difficulties; and 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, non-disclosure 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 line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our CEO's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication.
For more information, please contact:
Harry E. Blount
Senior Vice President, Global Head of Investor Relations
Open Text Corporation
Musk says patient moves cursor with brain imp...
Elon Musk says the first human patient with a brain implant from his Neuralink startup is able to move a computer mouse with thoug...
Russia, Venezuela to boost cooperation in ene...
Anti-American allies Russia and Venezuela vowed to boost cooperation in oil and gas production and the "peaceful use of nuclear en...
GameChange Solar Announces Expansion to 35 GW...
Increased domestic manufacturing capacity enables the Company to deliver solar tracker systems that contain 70% domestic content w...