OpenText Investor Presentation Deck
Micro Focus Update
✔
Commitments
As announced on August 25, 2022(¹)
Return Micro Focus to organic growth
Accelerate Micro Focus cloud growth and improve Micro Focus
renewals
Leverage proven Open Text Business System to drive accretive
integration of Micro Focus
Provide investors with enhanced visibility into the high value
business areas
✔ Upper quartile A-EBITDA and expansion
✔ Upper quartile Free Cash Flow and expansion
✔Rapid 8-quarter deleveraging program
✔Continuation of dividend program (2)
opentext™
✔
Closing Update
Micro Focus shareholders approved all cash acquisition by Open Text on October
18, 2022.
The Acquisition is expected to close in the first quarter of calendar 2023, subject
to the satisfaction of regulatory approvals and customary closing conditions.
Financing
Approximately $4.6B of Committed Financing. Concurrently with the takeover
announcement we entered into committed Term and Bridge Loan agreements to
satisfy "certain funds" requirements under the UK Takeover Code.
The Company intends to further syndicate the committed Term Loan and reduce
commitments or the borrowings under the Bridge Loan by accessing the debt
capital markets, each subject to market conditions.(3)
1. OpenText to Acquire Micro Focus International plc press release, 8/25/2022, https://solutions.opentext.com/corpnews and https://s23.q4cdn.com/197378439/files/doc_news/2022/OpenText-to-Acquire-Micro-Focus-Investor-
Presentation.pdf
2. Dividends are subject to board discretion.
3. No assurance can be given that the Company will be able to further syndicate or access debt capital markets and this presentation does not constitute the offer or sale of any securities in any jurisdiction.
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