OpenText Corporation has agreed to take over British software company Micro Focus International PLC, (LSE: MCRO), in a deal worth £5.1bn including debt.
Micro Focus shareholders will be entitled to 532p per share under the terms of the agreement. This is 98% more than the closing price of Micro Focus as of 24 Aug. Its market capitalization is £1.8bn.
· 98.3 per cent. to the Closing Price of 268 pence per Micro Focus Share on 24 August 2022 (being the last Business Day before the date of this Announcement);
· 79.1 per cent. to the volume-weighted average price of 297 pence per Micro Focus Share for the three-month period ended 24 August 2022 (being the last Business Day before the date of this Announcement); and
· 60.5 per cent. to the volume-weighted average price of 331 pence per Micro Focus Share for the six-month period ended 24 August 2022 (being the last Business Day before the date of this Announcement).
The companies stated that the acquisition would be a “compelling opportunity for OpenText”, which will allow OpenText to expand its presence in key markets.
OpenText also stated that it will be able to benefit from Micro Focus intellectual property, and that the combination of the software portfolios of both companies will enable innovation and product integration.
Micro Focus’ acquisition also “represents a significant opportunity for value creation”, it said. The enlarged group is expected to generate US$6.2bn annually in revenue and approximately US$2.2bn adjusted underlying earnings (EBITDA).
The acquisition will be completed in the first quarter 2023 subject to shareholder approval.
“I am happy to recommend OpenText’s offer for our shareholders. Greg Lock, Micro Focus chairman, said that the premium offered is a testament to the substantial progress we’ve made in transforming the company.
OpenText will not only share our values, but also offer new opportunities to our customers and employees.
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