Micro Focus Shops Full Throttle, Now Eyes Borland
Close on the heels of its announcement to acquire Compuware's suite of Application Testing / Automated Software Quality (ASQ) solutions, Micro Focus has revealed its intent to add Borland, a leading independent player in the Application Lifecycle Management (ALM) market, to its shopping bag this summer. Under the terms of the Acquisition, Micro Focus will pay US$1.00 in cash for each outstanding Borland share.
This values the acquisition of Borland’s equity, on a fully diluted basis, at approximately US$75 million, or approximately US$67 million excluding Borland’s net cash and short term investments of US$8 million as at 31 December 2008. Micro Focus expects to incur one-off exceptional integration and restructuring costs of approximately US$40 million in connection with the Acquisition.
Borland solutions include Application Testing / Automated Software Quality (ASQ), Requirements Management, Software Change Management (and Source Code Management), Project Portfolio Management and Model Driven Development. Borland has a blue-chip client base and has served over 80% of the Global 2000 companies.
Commenting on the proposed acquisition, Stephen Kelly, Chief Executive Officer of Micro Focus International plc, said: “Micro Focus’ proposed acquisition of Borland represents the next logical stage in Micro Focus’ growth journey. Our organic performance remains strong as reflected in our trading statement also released today, and this transaction will add new scale and breadth to further develop our customer proposition, in an attractive adjacent market to our existing business. I am confident that our successful track record in effectively integrating acquisitions over the last three years equips us well to deliver value to shareholders from this transaction.”
Micro Focus has been evaluating acquisition opportunities in logically adjacent markets as part of its original strategy review in 2006 to broaden its addressable market and create new engines to drive significant and sustained future organic growth through the extension of its product portfolio. As part of this process, Micro Focus has identified the c. US$2 billion global Application Testing / ASQ market as particularly attractive.
Industry analysts believe this market will continue to grow strongly, driven by the strategic importance of ASQ solutions in the increasingly complex enterprise IT environment. Micro Focus already operates in this market with its Data Express product. The acquisition of Borland is an opportunity to establish a significant presence in this fragmented market which fits closely with Micro Focus’ existing modernization and assessment offering.
Arma Partners LLP is acting as financial adviser to Micro Focus and UBS is acting as broker and sponsor to Micro Focus. Micro Focus was advised by KPMG Corporate Finance Debt Advisory with respect to arranging the acquisition financing facilities. JP Morgan is acting as financial adviser to Borland.