Travers Smith has advised international software and application management solutions group Micro Focus on its proposed merger with the Attachmate Group, a global provider of enterprise infrastructure software solutions.
The merger constitutes a reverse takeover for the purposes of the UKLA’s Listing Rules and is conditional upon, among other things, completion of a US$2 billion refinancing of the existing debt of both Micro Focus and the Attachmate Group and Micro Focus shareholder approval. The merger will create a leading global infrastructure company with combined revenue of US$ 1.4 billion, operations in all major geographies and a workforce exceeding more than 4,500 employees.
A member of the FTSE 250, Micro Focus is a provider of innovative software that allows companies to improve the business value of their enterprise applications. Its market leading software is used by more than 11,000 customers, with 2 million licenced users, including 91 of the Fortune Global 100 companies. Micro Focus operates from 37 offices worldwide, employing more than 1,200 employees.
Built to integrate existing systems and emerging technologies, the Attachmate Group helps organizations extend, manage, and secure essential business information. It maintains its principal office in Houston, Texas and operates its business from four main distributed offices in Provo, Utah; Houston, Texas; Seattle, Washington and Nuremburg, Germany.
The merger of the two companies, which have both been in business for more than 30 years, represents a significant increase in the scale and breadth of Micro Focus and is rare opportunity to create a leading infrastructure company with the scale and breadth to compete successfully at a global level. The new company will benefit from a top three global market position in a number of key segments, including off-mainframe COBOL, mainframe modernisation, host connectivity and Linux operating systems.
Travers Smith’s team, which advised long-standing client Micro Focus on the transaction, was led by partner and Head of Corporate Spencer Summerfield, who was supported by senior associate Jon Reddington. Additional specialist advice was provided by partner Nigel Seay and associate Stephen Whitfield in competition, partner Andrew Gregson in finance and partner Simon Yates in tax.
US advice was provided to Micro Focus by Kirkland & Ellis. Attachmate was represented by Linklaters. Other advisers on the transaction included Numis and Morgan Stanley.
Spencer Summerfield commented:
“The combination of Micro Focus and Attachmate - two market leaders in software innovation - is a significant development, which signals the arrival of a new major player in the global market. We are very pleased to have assisted Micro Focus on this landmark transaction, which marks an important milestone not only for the development of their business but the industry itself.”
