Announcement by Open Text Corporation (“OpenText“) of a firm intention to make an offer for the entire issued and to be issued share capital of Micro Focus International plc (“Micro Focus“) (the “Offer“).
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH OPENTEXT REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION“) PUBLISHED BY OPENTEXT AND/OR MICRO FOCUS RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE“). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. OpenText reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of OpenText.
To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.
The Information contained in this Microsite is not intended to, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer will be made solely by means of an offer or scheme document which will contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK“) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional US information
The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States (the “US“). The Offer may be made by means of a scheme of arrangement provided for under English company law, and as such would not be subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act“). Accordingly, the Offer may be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. In addition, any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
If, in the future, OpenText determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to any offer by a US holder of Micro Focus shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Micro Focus shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since OpenText is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue OpenText or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel OpenText and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that, in accordance with normal United Kingdom market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, OpenText, or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase Micro Focus shares otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases outside the Offer, before or during the period in which any Offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and the United States, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of OpenText and its subsidiaries and subsidiary undertakings (the “OpenText Subsidiaries“) and Micro Focus and its subsidiaries and subsidiary undertakings (the “Micro Focus Subsidiaries“) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of OpenText and the OpenText Subsidiaries (and/or, as relevant, Micro Focus and the Micro Focus Subsidiaries) to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
There are a number of factors that could affect the future operations of OpenText and the OpenText Subsidiaries (and/or, as relevant, Micro Focus and the Micro Focus Subsidiaries) and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions; and (h) changes in general economic, business and political conditions, including changes in the financial markets.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of OpenText, the OpenText Subsidiaries, Micro Focus or the Micro Focus Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for OpenText or Micro Focus as appropriate.
In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by OpenText speak only at the specified date of the relevant document and OpenText has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by OpenText and its directors is for the correctness and fairness of its reproduction.
Neither the directors of OpenText, nor OpenText itself, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 (as amended) and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorized independent financial adviser as to the suitability of any action.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking on “I ACCEPT” below, you are making the following confirmations:
I have read and understood the notice set out above and I agree to be bound by its terms.
I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
I represent and warrant to OpenText that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on “I DECLINE” below.