OPEN TEXT CORP acquires Micro Focus International plc

OPEN TEXT CORP acquired Micro Focus International plc for approximately $5.8 billion (enterprise value ~$6.0 billion at announcement), a transaction completed in January 2023, structured as all cash.

Micro Focus International plc operates in Enterprise Software (Cybersecurity, AppDev, IT Ops, AI & Analytics), is based in Newbury, United Kingdom (global operations), had revenue of about approximately $2.7 billion pro forma TTM revenue (period ended April 30, 2022). Micro Focus was one of the world's largest software companies, serving thousands of organizations globally including many of the Fortune Global 500, with approximately $2.7 billion pro forma TTM revenue. OpenText acquired the entire issued share capital at 532 pence per share via a recommended all-cash offer under the UK Takeover Code, expanding into Cybersecurity, Application Modernization & Delivery, IT Operations Management, and AI & Analytics.

Upon completion of the acquisition, OpenText will be one of the world's largest software and cloud businesses with a tremendous marquee customer base, global scale and comprehensive go-to-market.

Total purchase price of 2.3x Micro Focus TTM revenues and 6.7x TTM adjusted EBITDA; immediately accretive to FY23 adjusted EBITDA dollars; expanded the addressable market opportunity to $170 billion. Expected to be on the OpenText operating model within 6 full quarters or sooner; net leverage expected to be less than 3x within 8 full quarters or sooner. OpenText (Cybersecurity, AMD, ITOM, AI & Analytics product lines)

Advisory firms were not disclosed for this transaction.