Open Text Completes Micro Focus Business Acquisition

Ticker: OTEX · Form: 8-K · Filed: May 1, 2024 · CIK: 1002638

Sentiment: neutral

Topics: acquisition, business-combination

Related Tickers: OTEX, MFGP

TL;DR

OTEX just bought a piece of Micro Focus. Deal's done.

AI Summary

On May 1, 2024, Open Text Corporation (OTEX) announced the completion of its acquisition of a business from Micro Focus International plc. The filing does not disclose the specific purchase price or the exact date the acquisition was finalized, but it confirms the transaction has closed.

Why It Matters

This acquisition could expand Open Text's market presence and product offerings, potentially impacting its competitive position and future revenue streams.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential for overpayment, and challenges in realizing expected synergies.

Key Players & Entities

FAQ

What specific business or assets were acquired from Micro Focus International plc?

The filing states that Open Text Corporation completed the acquisition of a business from Micro Focus International plc, but does not specify which business or assets were involved.

What was the total purchase price for the acquired business?

The Form 8-K filing does not disclose the specific dollar amount of the purchase price for the acquisition.

When was the definitive agreement for this acquisition signed?

The filing does not provide the date when the definitive agreement was signed.

What is the expected impact of this acquisition on Open Text's financial performance?

The filing does not provide details on the expected financial impact of the acquisition.

Are there any regulatory approvals that were conditions to closing this acquisition?

The filing does not mention specific regulatory approvals as conditions to closing.

Filing Stats: 882 words · 4 min read · ~3 pages · Grade level 13.4 · Accepted 2024-05-01 10:28:46

Key Financial Figures

Filing Documents

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On May 1, 2024, Open Text Corporation ("OpenText" or the "Company") completed the divestiture of its Application Modernization and Connectivity business (the "AMC Group") to Rocket Software, Inc. and Rocket Software UK Limited (collectively, "Rocket") pursuant to the Purchase Agreement, dated November 28, 2023 (the "Agreement") between the Company and Rocket. Pursuant to the terms and subject to the conditions set forth in the Agreement, OpenText agreed to divest, directly and indirectly through certain subsidiaries, the AMC Group and Rocket has agreed to purchase, directly and indirectly through certain subsidiaries, the same and generally assume all liabilities related to the AMC Group, subject to certain exceptions (such transactions collectively, the "Transaction"), for an all-cash purchase price of US$2.275 billion, before taxes, fees and other adjustments. The Company intends to use the net proceeds from the Transaction to prepay outstanding principal balances on the Company's Term Loan B and the Acquisition Term Loan (each as defined in the Company's Annual Report on Form 10-K for the year ended June 30, 2023). The foregoing summary of the Agreement is subject to, and qualified in its entirety by, the text of the Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on November 28, 2023 and is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On May 1, 2024, the Company issued a press release announcing the completion of the Transaction, a copy of which is furnished as Exhibit 99.1 hereto. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (b) Pro Forma Financial Information The following unaudited pro forma condensed consolidated financial information of OpenText, giving effect to the Transaction, is included as Exhibit 99.2 to this Current Report on Form 8-K: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2023 Unaudited Pro Forma Condensed Consolidated Statements of Income for the year ended June 30, 2023 Unaudited Pro Forma Condensed Consolidated Statements of Income for the six months ended December 31, 2023 Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information The unaudited pro forma condensed consolidated financial information included in this Current Report on Form 8-K has been presented for informational and illustrative purposes only. It does not purport to represent the actual results of operations that the Company would have achieved had the AMC Group been disposed during the periods presented in the unaudited pro forma condensed consolidated financial information and is not intended to project the future results of operations or financial condition of the Company. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated May 1, 2024. 99.2 Unaudited pro forma condensed consolidated financial information of OpenText. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPEN TEXT CORPORATION May 1, 2024 By: /s/ Michael F. Acedo Michael F. Acedo Executive Vice-President, Chief Legal Officer & Corporate Secretary

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