REG-Open Text Corporation: Open Text Corporation - Rule 19.6(b) Announcement

Open TextAnnouncement

29/11/2023 07:15

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
415-963-0825
investors@opentext.com



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