Open Text Corporation (NasdaqGS:OTEX) entered into an agreement to acquire Micro Focus International plc (LSE:MCRO) for £1.9 billion from Dodge & Cox & Others on August 25, 2022. Transaction is all-in cash transaction & under the terms of agreement, Open Text will pay £5.32 per share for the Acquisition. Total enterprise value of £5.1 billion, inclusive of Micro Focus' cash and debt. Open Text intend to fund the all-cash Acquisition with existing cash, new debt and our existing revolving credit facility All-cash consideration for the Acquisition to be funded by $4.6 billion(£3.9 billion) in new debt, $1.3 billion (£1.1 billion) in cash, and a $600 million (£507.4 million) draw on our existing revolving credit facility. The Term Loan Credit Agreement provides for a senior secured delayed-draw term loan facility in an aggregate principal amount of $2.585 billion (£2.1875 billion). The Bridge Loan Agreement provides for commitments of up to $2.0 billion (£1.69 million) (the “Commitments”) to finance the repayment of Micro Focus's existing debt, together with cash on hand and borrowings of approximately $600 million (£507.4 million) under the Company's existing revolving credit agreement. Open Text Corporation has priced an "Notes Offering" of $1 billion (£841.6 million) principal amount of 6.90% senior secured fixed rate notes due 2027 (the "Notes") in connection with its proposed acquisition of Micro Focus International plc. The Notes Offering is expected to close, and the Term Loan credit agreement is expected to be amended, on December 1, 2022 . Upon closing of the Notes Offering and an amendment to the Term Loan credit agreement, the bridge loan agreement entered into in connection with the Acquisition will be terminated undrawn, and the entire previously announced $3.58 billion(£3.1 billion) aggregate debt financing package for the Acquisition will be finalized. The net proceeds from the Notes Offering, borrowings under the Term Loan and the Company's existing revolving credit facility, and cash on hand will be used to fund the Acquisition. OpenText and Micro Focus entered into a co-operation agreement under which they will be preparing and implementing appropriate proposals in relation to the Micro Focus Share Plans and Micro Focus employees. As part of transaction, open text is welcoming Micro Focus customers, partners and employees to OpenText. Following the Effective Date, the existing contractual and statutory employment rights of the Micro Focus employees will be safeguarded, in accordance with applicable law. OpenText does not intend to make any material changes to the terms and conditions of employment of Micro Focus employees for a period of 12 months after the Effective Date. Upon completion, Stephen Murdoch, Matthew Ashley, Richard Atkins, Amanda Brown, Pauline Campbell, Lawton Fitt, Gregory Lock, Debra Polishook, Vidya Rao and Robert Youngjohns have stepped down from the Micro Focus Board; Stephen Murdoch has also departed as CEO of Micro Focus and Christian Waida, Mark Wilkinson and Madhu Ranganathan have been appointed as directors of Micro Focus.

Transaction will be implemented by means of a Court-sanctioned scheme of arrangement (the Scheme) under Part 26 of the U.K. Companies Act 2006. The Acquisition is subject to, among other things, approvals of the relevant Micro Focus Shareholders, the sanction of the Scheme by the Court and the receipt of certain antitrust and foreign investment approvals. In addition, a special resolution implementing the Scheme must be passed by Micro Focus Shareholders representing at least 75 percent of votes cast at the General Meeting. It is intended that dealings in Micro Focus Shares will be suspended shortly & further intended that applications will be made to the London Stock Exchange to cancel trading in Micro Focus Shares on the Main Market of the London Stock Exchange, and to the FCA to cancel the listing of Micro Focus Shares on the Official Lis & Micro Focus will be re-registered as a private limited company. The Micro Focus Directors intend to recommend unanimously that Micro Focus Shareholders vote in favour of the Scheme at the Court Meeting. As of October 18, 2022, the requisite majority of Micro Focus Shareholders approved the deal at the Court Meeting and General Meeting. On December 1, 2022, OpenText today announced that, in connection with the Acquisition, it has closed its Notes Offering of $1 billion principal amount of 6.90% senior secured fixed rate notes due 2027 and executed an amendment to its Term Loan Agreement. As a result, the entire debt financing package for the Acquisition is now finalized, and, as such, all commitments under the Bridge Loan Agreement related to the Acquisition have been correspondingly terminated undrawn. As of December 8, 2022, the transaction is approved by European Commission. As of December 22, 2022, all regulatory conditions pertaining to the transaction have now been satisfied and remains subject to the Court sanctioning the scheme, which is expected to occur on January 27, 2023. On January 27, 2023, the scheme was sanctioned by court. The Acquisition is expected to close in the first quarter of calendar 2023. As of December 22, 2022, the acquisition is expected to close on January 31, 2023. As of January 27, 2023, the cancellation of the listing of the Micro Focus ADSs on the NYSE is expected to be applied for on January 31, 2023 and, subject to the Scheme becoming effective, is expected to take effect on February 10, 2023. Open Text expect Micro Focus to be immediately accretive to our adjusted EBITDA.

Barclays Bank PLC, BMO Capital Markets Corp., Royal Bank of Canada and Citigroup Global Markets Inc. are acting as lead arrangers on the financing to OpenText. Omar Faruqui, Bruce Rothney, Steven Markovich, Michael Keslosky and Darren Johnson of Barclays Bank PLC served as sole financial advisor to OpenText. Seth Jones, Annabelle Croker Allen & Overy LLP and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors to OpenText. Jung Min, Nicholas van den Arend and Nick Harper of Goldman Sachs International, Sam Barnett and Philip Noblet of Jefferies International Limited and Simon Willis, Joshua Hughes and Havish Patel of Numis Securities Limited acted as financial Advisor to Micro plc. PAUL DICKSON, HARRY HECHT, DAVID JOHNSON, PHIL LINNARD, ANNA LYLE-SMYTHE, CHARLES OSBORNE, CLAIRE COOKE and LAURA HOUSTON of Slaughter and May and George F. Schoen, G.J. Ligelis, Philip J. Boeckman, Nicoleta D. Lupea, J. Leonard Teti II, Eric W. Hilfers, Margaret T. Segall and Benjamin G. Joseloff of Cravath, Swaine & Moore LLP are acting as legal advisers to Micro Focus. Li, Danielle of Skadden, Arps, Slate, Meagher & Flom LLP represented Barclays Bank PLC, Bank of Montreal, Royal Bank of Canada, Citibank, N.A. and certain of their affiliates in connection with debt financing to OpenText. Sarah West and Jonathan Glass of Brunswick acted as PR advisor to Micro Focus. Louis G. Hering of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to Open Text Corporation.

Open Text Corporation (NasdaqGS:OTEX) completed the acquisition of Micro Focus International plc (LSE : MCRO) from Dodge & Cox & Others on January 31, 2023.