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Micro Focus Agrees Reverse Takeover Of US's The Attachmate Group
[September 15, 2014]

Micro Focus Agrees Reverse Takeover Of US's The Attachmate Group


(Alliance News Via Acquire Media NewsEdge) LONDON (Alliance News) - FTSE 250 enterprise software developer Micro Focus International PLC Monday confirmed it has agreed a reverse takeover of US-based The Attachmate Group Inc.

Additionally, Micro Focus announced plans to return GBP83.9 million to shareholders at a rate of 60 pence per share, and simultaneously undertake a proportionate share consolidation.

The share consolidation will give shareholders 0.9285 new shares for each existing share held.

Under the agreement Micro Focus plans to acquire the entire issued share capital of Attachmate by issuing 86.60 million shares to Attachmate's parent company Wizard Parent LLC, equivalent to 40% of the new company's enlarged share capital.



The value of shares issued to Wizard is around GBP729.6 million, based on Micro Focus's share price last Friday of 842.5 pence, and combined with the net debt of Attachmate as at end-July values the the transaction at USD2.35 billion before costs.

Attachmate posted underlying adjusted earnings of USD312.8 million for the year to end-March, on revenue of USD956.8 million.


Micro Focus said that the acquisition would allow it to significantly increase its scale and breadth, and create a "global infrastructure software company with a top three global market position in a number of key segments". The combined annual revenues of the new company are expected to be around USD1.4 billion.

The company said that the takeover will add to earnings in the current year to end-April. The deal is subject to shareholder and regulatory approval, and is expected to be completed in November.

The existing debt of both Attachmate and Micro Focus will be refinanced by new facilities as part of the deal. Micro Focus has secured underwriting commitments from Bank of America Merrill Lynch, HSBC Holdings PLC, RBC Capital Markets, Goldman Sachs and Credit Suisse for the new facilities.

"This is a transformational deal for Micro Focus," said Executive Chairman Kevin Loosemore in a statement. "It provides us with a platform from which I am confident we can deliver significant and sustainable returns." Copyright 2014 Alliance News Limited. All Rights Reserved.

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