Micro Focus International plc (LSE:MCRO) entered into an agreement to acquire The Attachmate Group, Inc. from funds managed by Golden Gate Capital, Thoma Bravo, LLC, Francisco Partners Management LLC, Elliott Management Corporation and Attachmate Group management and others for approximately £730 million on September 15, 2014. As reported, Micro Focus will issue 86.6 million ordinary shares to The Attachmate Group's shareholders. Following the merger, Micro Focus' shareholders would own approximately 60% of the enlarged company while Attachmate Group's shareholders would own the remaining 40%. The merger agreement may be terminated by either of the parties under certain circumstances or if not completed by February 12, 2015. If the agreement is terminated by Attachmate Inc due to Micro Focus failing to send out notice of the general meeting to shareholders, Micro Focus has agreed to pay the Attachmate Group a break fee of £11.79 in cash.

The existing indebtedness of both the Attachmate Group and Micro Focus will be refinanced by the new facilities as part of the merger. Attachmate Group reported revenue of $956.8 million (£574.95 million), EBITDA of $312.85 million (£187.7 million), EBIT of $172.85 million (£103.7 million) and net profit of $27.39 million (£16.46 million) for the financial year ended March 31, 2014. Attachmate Group reported total assets of $1.82 billion (£1.09 billion) and shareholder's equity of $460 million (£276.48 million) as at March 31, 2014. Attachmate Group reported net debt of $1.17 billion (£688.61 million) as on July 31, 2014. Following the merger, Micro Focus International will remain listed on the premium segment of the Official List of the UKLA and admitted to trading on the London Stock Exchange's Main Market for listed securities. Jeff Hawn, Chief Executive Officer and Chairman of Attachmate will resign from his position. Kevin Loosemore and Mike Phillips will continue as Executive Chairman and Chief Financial Officer respectively of the enlarged group. Prescott Ashe, Managing Director of Golden Gate Capital and David Golob, Partner of Francisco Partners, will be appointed as Non-Executive Directors on completion.

Completion of the merger will be subject to the satisfaction of a number of conditions including, publication of a prospectus relating to enlarged group, applicable regulatory and anti-trust approvals having been obtained, consummation of the debt financing contemplated by the commitment letter, admission occurring and Micro Focus shareholder approval. Board of Directors of Micro Focus International considers the terms of the merger, to be fair and reasonable and in the best interest of the and accordingly will recommend unanimously that shareholders vote in favour of the merger. The completion of the merger is expected to occur on November 3, 2014. The completion date has been extended to November 20, 2014. As of November 14, 2014, Micro Focus International plc received Federal Trade commission approval. The merger is expected to significantly enhance adjusted earnings per share for Micro Focus shareholders in the current financial year ending April 30, 2015 and thereafter. As of October 27, 2014, the transaction was approved by shareholders of Micro Focus International and remains subject to receipt of merger control clearance and admission. As of October 28, 2014, merger control clearances from the German Federal Cartel Office and the Austrian Federal Competition Authority were received and the only remaining merger control condition is the expiration or termination of the waiting period under the Hart-Scott-Rodino Act in the United States.

Simon Willis, Richard Thomas, Alex Ham and Freddie Barnfield of Numis Securities Limited acted as financial advisor, sponsor and broker to the Board of Micro Focus. Giles Sanderson, Nick Dibden and Sophie Moate of Powerscourt acted as PR advisors to Micro Focus. Robert Eatroff, Jeff Hoffmeister, Laurence Hopkins and Bill Hutchings of Morgan Stanley & Co. International plc acted financial advisors to The Attachmate Group. Jeffrey Golden, Jessica Isokawa and Austin Pollet of Kirkland & Ellis LLP acted as legal advisor for Micro Focus International. Fiona Millington, Paul Whitelock, Emma Howes, Samantha Hurrell, James Dunnett, Mike Knapper, Tom Vita and Ed Denny of Norton Rose Fulbright LLP and Spencer Summerfield, Jon Reddington, Nigel Seay, Stephen Whitfield, Andrew Gregson and Simon Yates of Travers Smith LLP acted as the legal advisors to Micro Focus while Andrew Lynch, David Holdsworth, Nick Rees, John Lane, Meredith Brooks, Nick Rumsby, Steven Worthington, Emily Cuzner, Edward Lane, Kenneth Velos, Kyle Colvin, Jillian Naylor, Kate Kelleher, David Speakman, Clare Peake, Juliette Graham (Fisher), June Hardacre, Bobby Butcher, Jonathan Ford, Paula Riedel, Ross Ferguson, Kathy Berry, Yohan Liyanage, Richard Cumbley, Aziza El-shataly, Graeme Tricker, Patrick Sheil, Robert B Ludwig, Martin Schubert, Satindar Dogra, Robin Ganguly, Robert Dalling, Antonia Sherman, Peter Cohen-Millstein, Priscilla Fasoro, Jennifer Kim, Paul Hessler, Robert Bell, Michelle Lo, Matthew Devey, Nina Hablowetz, Ingemar Kartheuser, Carsten Grave, Sebastian Hack, Vincent Gerlach, Fay Zhou, Terence Lau, Takashi Shibusawa, Sean McKeever and Sílvia Esteves of Linklaters LLP (USA) acted as the legal advisor to Attachmate Group, Elliott Management Corporation, Francisco Partners Management LLC, Golden Gate Capital and Thoma Bravo, LLC. Stewart Sutcliffe, Jennifer Charles, Lorna Cuthbert, Tamara Ticoll, Alexandra Stockwell, Michael Kilby and Luc Vaillancourt of Stikeman Elliott LLP acted as legal advisors for Micro Focus International. Thorsten Reinhard, Tillmann Hecht, Tobias Kugler, Joachim Schrey, Albin Ströbl, Eva Weidlich-Flatten, Michael Achtert, Konrad Gieseler, Maren Prigge, Annika Woltmann and Benjamin Jahn of Noerr LLP acted as legal advisors for Micro Focus. Phil Proger and Michael Gleason at Jones Day acted as legal advisor to Attachmate Group. RBC Capital Markets acted as financial advisor for Golden Gate Capital. Lazard acted as a financial advisor for Francisco Partners. The conversions have been made using oanda.com as on March 31, 2014 and as on July 31, 2014.

Micro Focus International plc (LSE:MCRO) completed the acquisition of The Attachmate Group, Inc. from funds managed by Golden Gate Capital, Thoma Bravo, LLC, Francisco Partners Management LLC, Elliott Management Corporation and Attachmate Group management and others on November 20, 2014.