Micro Focus announces changes in Board composition along with merging HPE Software business

– UK, Newbury – Micro Focus International plc (LSE:MCRO) and Hewlett Packard Enterprise Company announced that they had reached a definitive agreement on the terms of a transaction pursuant to which the Company agreed to acquire HPE’s software business segment by way of a merger of a wholly owned subsidiary of Micro Focus, with Seattle SpinCo, Inc., a wholly owned subsidiary of HPE formed to hold HPE Software for the purposes of the Transaction.

The Merger Agreement includes certain provisions regarding the composition of the Board of Micro Focus following the closing of the Merger. Specifically, HPE has the right to nominate one new Non-Executive Director who is a serving executive of HPE and one-half of the independent Non-Executive Directors, in each case subject to approval by a majority of the Micro Focus Nomination Committee.

In line with the Merger Agreement, the Micro Focus Nomination Committee and Board are pleased to announce the following changes:

Effective 15th May 2017, Silke Scheiber and Darren Roos will join the Board as two of the three independent Non-Executive Directors nominated by HPE pursuant to the Merger Agreement. Upon Completion, John Schultz, the Executive Vice President and General Counsel of HPE, will join the Board as the Non-Executive Director nominated by HPE who is a serving executive of HPE. The Board has determined that Mr Schultz will therefore not be independent. In addition, Chris Hsu, who will become CEO of Micro Focus upon Completion, will join the Board at that time. An additional independent Non-Executive Director, nominated by HPE and to be approved by the Micro Focus Nomination Committee, is expected to be appointed after Completion.

Silke Scheiber was an investment professional at Kohlberg Kravis Roberts & Co. Partners LLP, London, UK from July 1999 and became member in 2012. She retired from KKR in 2015. Prior to KKR, Silke worked at Goldman, Sachs & Company oHG, Frankfurt, Germany from 1996 to 1999. Silke, who is Austrian, graduated from the University of St. Gallen, Switzerland. During the past five years Silke was a former director of Kion Group AG, Germany and WMF AG, Germany and is a current director of CNH Industrial N.V., the Netherlands.

Darren Roos is a technology leader who has spent nearly 20 years building businesses worldwide. Darren, who is South African, spent 9 years with Software AG and served on its board. Over the past 3 years with SAP he has been responsible for the SAP Northern European business. Darren is currently the President of SAP’s S/4HANA ERP Cloud business, where he guides SAP’s customers on their journey to innovation through digital transformation.

John Schultz is Executive President, General Counsel and Corporate Secretary for HPE. He held the same role at HP, prior to the company’s separation into two companies, HPE and HP Inc. John, who is a US citizen, joined HP in 2008 as Deputy General Counsel for Litigation, Investigations and Global Functions, managing all major litigation filed against the company globally. Before joining HP, John was a partner in the litigation practice of Morgan Lewis focusing on complex litigation. He also worked at Drinker Biddle & Reath for 14 years, where he specialized in commercial and product liability litigation. John holds a bachelor’s degree from Albright College and a J.D. degree from the University of Pennsylvania Law School. John is a current director of Umpqua Holdings Corporation, Portland, Oregon.

Steve Schuckenbrock and Tom Virden will both resign as Directors of Micro Focus, effective today, to ensure that the composition of the Board remains in line with the UK corporate governance code and meets the requirements of the Merger Agreement. We would like to thank Steve and Tom for their significant contributions to Micro Focus.

Stephen Murdoch remains CEO of Micro Focus until Completion and will then become COO and simultaneously step down from the Board.

About Micro Focus

Micro Focus (LSE: MCRO.L) 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 by as determined Forbes magazine). Our 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. Micro Focus’s Product Portfolios are Micro Focus and SUSE. Within Micro Focus our solution portfolios are COBOL Development and Mainframe Solutions, Host Connectivity, Identity and Access Security, IT Development and Operations Management Tools, and Collaboration and Networking.

For more information : http://www.microfocus.com

About HPE Software

HPE Software is a leading global infrastructure software provider that allows customers to automate IT operations to simplify, accelerate and secure business processes. The company offers a broad range of software for enterprises of all sizes across four pillars (I) IT Operations Management, (II) Application Testing & Delivery Management, (III) Security and Information Governance and (IV) Big Data Platform Analytics. Its software offerings include licences, support, SaaS and Professional Services across its product portfolio.

The business operates a global footprint spanning the Americas, Asia Pacific & Japan and EMEA regions, with over 30,000 customers across the world. The business currently works with 98 of the Fortune 100 companies.

- DisclaimerNews, data, and statements included in this release are intended exclusively for general information purposes. Talent4Boards does not guarantee that news is accurate or about the correct person and accepts neither liability for the consequences of the reader’s reliance, nor responsibility for the accuracy of the information. Nothing in this release should be considered for decisions about referred securities. Products and brand names may be trademarks or registered trademarks of their respective owners.

here, the original post =>