8-KRegulation FD

Hewlett Packard Enterprise Co 8-K Report, Regulation FD Disclosure (Aug 30, 2017)

Filed August 30, 2017For Securities:HPEHPE-PC

Summary

This 8-K filing from Hewlett Packard Enterprise (HPE) on August 30, 2017, provides an update on the pending merger between HPE's Software business and Micro Focus International plc. The key event is the confirmation of the merger's completion date, anticipated for September 1, 2017. This transaction involves HPE distributing its Software business (Seattle) to its stockholders, followed by a merger of Seattle with a Micro Focus subsidiary. Shareholders will receive Micro Focus American Depositary Shares (ADSs) in exchange for their Seattle shares. The filing also specifies the actual exchange ratio for the merger, set at 0.13732611 Micro Focus ADSs per Seattle Share, assuming the transaction closes on September 1, 2017. Investors should note that this is a significant step in HPE's strategic portfolio management, aimed at separating its software assets and combining them with Micro Focus to create a more focused entity. Further details regarding the transaction, including risk factors and financial implications, are available in related SEC filings, particularly Seattle's Form 10 and Micro Focus's registration statements.

Key Highlights

  • 1HPE's Software business merger with Micro Focus is expected to close on September 1, 2017.
  • 2The transaction structure involves a spin-off of HPE's Software business (Seattle) to HPE shareholders, followed by a merger with a Micro Focus subsidiary.
  • 3HPE shareholders will receive Micro Focus ADSs in exchange for their distributed Seattle shares.
  • 4The actual exchange ratio is confirmed to be 0.13732611 Micro Focus ADSs per Seattle Share, assuming a September 1, 2017 closing date.
  • 5This 8-K serves as a regulatory update confirming key dates and terms of the previously disclosed transaction.
  • 6Investors are directed to additional SEC filings (Seattle's Form 10, Micro Focus's registration statements) for comprehensive information.

Frequently Asked Questions

The merger is expected to be completed on September 1, 2017, at 3:00 a.m. New York City time (8:00 a.m. London time).

HPE shareholders will receive Micro Focus American Depositary Shares (ADSs) in exchange for their shares of Seattle (HPE's Software business) after the distribution and subsequent merger.

The actual exchange ratio, assuming the merger closes on September 1, 2017, is confirmed to be 0.13732611 Micro Focus ADSs per Seattle Share.

More comprehensive information, including risk factors and financial details, can be found in Seattle's Registration Statement on Form 10 (filed by Seattle with the SEC) and Micro Focus's registration statements filed with the SEC. These documents, along with HPE's filings, are available on the SEC's website (www.sec.gov) or directly from HPE.