27th Oct 2014 16:05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
27 October 2014
Micro Focus International plc
Result of General Meeting
Proposed Merger with The Attachmate Group, Inc.
and
Proposed Return of Value of 60 pence per Existing Ordinary Share
The Board of Micro Focus International plc ("Micro Focus" or the "Company") announced on 15 September 2014 that it had conditionally agreed to acquire The Attachmate Group, Inc. in exchange for the issue of approximately 86.6 million Ordinary Shares. It also announced details of its proposed Return of Value of 60 pence per Existing Ordinary Share and accompanying proportionate share consolidation, whereby Shareholders will receive 0.9285 New Ordinary Shares for each Existing Ordinary Share held.
In connection with the Merger and the Return of Value, the Company announces that, at the General Meeting of the Company held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 3.00 p.m. on 27 October 2014, all of the Resolutions were duly passed on a poll vote. Following this vote, the Merger remains conditional upon receipt of merger control clearance and Admission.
The full text of the Resolutions is shown in the notice of General Meeting set out in the prospectus sent to Shareholders on 8 October 2014 (the "Prospectus") and full details of the votes received from Shareholders for each Resolution will be available on our website at www.microfocus.com.
A copy of all Resolutions passed at the General Meeting will shortly be available for inspection at the Financial Conduct Authority's National Storage Mechanism which can be accessed at http://www.morningstar.co.uk/uk/NSM.
In order to secure the proposed transaction the Board considered it in Shareholders' interests to link the votes on Resolution 1 (for the Merger) and Resolution 4 (changes to compensation). This decision was taken after prior consultation with a number of Shareholders and because, in the Board's opinion, it was the only way in which the Merger could be secured and delivered. This is principally because the transaction would trigger change of control clauses in the contracts of Attachmate's senior executives, such that they could leave the business. Hence Wizard, which is the holding company of Attachmate, would not sanction the proposed transaction unless Resolution 4 was linked, to provide certainty of continuity of management in the Enlarged Group.
The Board and Shareholders recognise the concerns that such a linkage can cause and would not have taken this step if there had been any alternative route to secure the opportunity. The instances of a company acquiring another of more than twice its size and via a reverse takeover are extremely rare and of high complexity. The Board does not expect this to be a feature of any future M&A transaction and this linkage should not therefore be seen as a precedent. A further announcement regarding Completion and Admission will be released in due course.
Capitalised terms in this announcement have the same meaning as the defined terms in the Prospectus.
For further information, please contact:
Micro Focus Tel: +44 1635 32646
Kevin Loosemore, Executive Chairman
Mike Phillips, Chief Financial Officer
Tim Brill, IR Director
Powerscourt (PR adviser to Micro Focus) Tel: +44 20 7250 1446
Giles Sanderson
Nick Dibden
Sophie Moate
Related Shares:
MCRO.L