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Travers Smith advises Micro Focus on the US $2.535 billion sale of its SUSE business

Overview

Travers Smith has advised its long-standing client Micro Focus International plc (Micro Focus), the global enterprise software company, on the proposed US $2.535 billion sale of its SUSE business to a special purpose vehicle advised by EQT Partners.

Micro Focus believes the consideration represents a highly attractive enterprise valuation for the SUSE business at approximately 8.1x revenue and 27.4x Adjusted Operating Profit of the SUSE business for the twelve months ended 31 October 2017.

The sale constitutes a Class 1 transaction pursuant to the Listing Rules and is subject to customary closing conditions, including, amongst other things, the separation of the SUSE business from the Micro Focus group, shareholder approval and applicable antitrust clearances having being obtained. Completion is expected in the first quarter of 2019.

SUSE, a pioneer in Open Source software, develops, markets and supports an enterprise grade Linux operating system, Open Source software-defined infrastructure and application delivery solutions that give enterprises greater control and flexibility over their IT systems.

A member of the FTSE 100, Micro Focus is a global enterprise software company supporting the technology needs and challenges of the Forbes Global 2,000 (the top 2,000 public companies in the world as determined by Forbes magazine). Micro Focus' solutions help organisations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times.

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 Corporate Partners Jon Reddington and Mohammed Senouci, Senior Associate Tom Coulter and associate Jade MacDonald. Additional specialist advice was provided by Partners Dan Reavill and James Longster in IP & Technology, Partner Stephen Whitfield and Associate Alana Tinkler in Competition, Partners Simon Skinner and Madeline Gowlett in Tax, Partner Mahesh Varia and Senior Associate Kevin Donegan in Incentives & Remuneration, senior Associate Ailie Murray in Employment, Partner Paul Kenny in Real Estate, and Senior Associate Andrew Lewis in Pensions.

EQT Partners was represented by Milbank, Tweed, Hadley & McCloy LLP. Other advisers on the transaction included Strategic Capital Associates and Numis Securities and.

Spencer Summerfield commented:

"We are very pleased to have assisted our longstanding client, Micro Focus, on this landmark transaction. We acted for Micro Focus when it acquired the SUSE business as part of the Attachmate acquisition in late 2014 and are delighted that this investment has generated substantial shareholder value and provided the SUSE business with a strong, long-term investor to support its next phase of growth."