Case Page

 

Case Status:    ONGOING    
On or around 09/12/2018 (Ongoing date of last review)

Filing Date: May 23, 2018

According to the Complaint, Micro Focus International plc ("Micro Focus" or the "Company") is an infrastructure software company which develops, sells, and supports software products and solutions to federal, airlines, and healthcare internationally.

On September 7, 2016, Micro Focus issued a press release announcing a proposed merger with HPE Software, the software business segment of HPE. The transaction was valued at $8.8 billion, larger than Micro Focus’s market capitalization at the time, and was projected to triple the Company’s revenues. According to the deal terms, the Company would issue newly registered ADSs to shareholders of HPE as consideration in the Merger, such that immediately following the completion of the Merger, HPE shareholders would own 50.1% of the fully diluted share capital of the combined company. In addition, HPE would receive $2.5 billion financed through newly
incurred indebtedness of HPE Software, and Micro Focus shareholders would receive a $400 million return of value prior to completion.

The Complaint alleges that Defendants made false and/or misleading statements and/or failed to disclose that: (1) HPE Software was experiencing significant disruptions in global customer accounts from its de-merger from HP; (2) HPE Software and Micro Focus were experiencing employee attrition, which adversely impacted Micro Focus’s operational capabilities and revenue trends; (3) Micro Focus was suffering worsening revenue trends and on pace to significantly miss market expectations for its interim results in its core legacy business for the six months ended October 31, 2017; (4) Micro Focus was experiencing significant sales execution problems in its North America region; (5) HPE Software did not have the operational capabilities, loyal customer base, products or key personnel to justify its purchase price or to reverse worsening revenue trends; (6) Micro Focus had failed to put in place the operations, procedures and personnel necessary to integrate successfully with HPE Software to provide a reasonable likelihood that the purported synergies from the Merger would be realized; (7) the total enterprise value for the Merger was artificially inflated by more than $3.4 billion; and (8) as a result Micro Focus’s ability to service the increased debt load it had incurred as a result of the Merger had been materially impaired.

On July 25, 2018, the Court issued an Order transferring this case to the Southern District of New York under Docket 18-CV-06763.

COMPANY INFORMATION:

Sector: Technology
Industry: Software & Programming
Headquarters: United Kingdom

SECURITIES INFORMATION:

Ticker Symbol: MFGP
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: S.D. New York
DOCKET #: 18-CV-03066
JUDGE: Hon. William Alsup
DATE FILED: 05/23/2018
CLASS PERIOD START: 09/01/2017
CLASS PERIOD END: 05/23/2018
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. The Rosen Law Firm P.A. (New York)
    275 Madison Avenue, 34th Floor, The Rosen Law Firm P.A. (New York), NY 10016
    (212) 686-1060 (212) 202-3827 ·
No Document Title Filing Date
COURT: S.D. New York
DOCKET #: 18-CV-06763
JUDGE: Hon. William Alsup
DATE FILED: 07/27/2018
CLASS PERIOD START: 09/01/2017
CLASS PERIOD END: 05/23/2018
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. The Rosen Law Firm P.A. (New York)
    275 Madison Avenue, 34th Floor, The Rosen Law Firm P.A. (New York), NY 10016
    (212) 686-1060 (212) 202-3827 ·
No Document Title Filing Date