Micro Focus Has No Size Limit for Software M&A After HPE Deal

By Bloomberg

(Bloomberg) — Despite its name, Micro Focus isn’t thinking small.

The U.K. software company just completed a $8.8 billion deal for Hewlett Packard Enterprise Co.’s software assets and wants to keep growing.

“Our funding ability has increased now that we are bigger” Kevin Loosemore, executive chairman of Micro Focus International Plc, said in an interview. “There is no practical cap in terms of size of future deals.”

Micro Focus said Friday it wrapped up its purchase of HPE software assets, such as application delivery management, big data analytics and enterprise security. The company, with a new market cap of $12.7 billion, has vaulted past Sage Group Plc as the U.K.’s biggest tech company and will employ more than 18,000 people, most joining from HPE.

While digesting its new acquisition, Micro Focus is also targeting “infrastructure software” deals, described by Loosemore as the “plumbing or electrics” of the software industry, ranging from operating systems, job scheduling systems and configuration management.

“What we’ve been trying to do is set up Micro Focus as a natural consolidation,” he said. “We like mature companies that have clients that have been using the same software for 10 to 15 years.’

Loosemore, a former executive of IBM U.K., Motorola and Cable & Wireless, has been central to the Micro Focus strategy of expanding by acquiring legacy assets and boosting growth by squeezing margins. Micro Focus, along with the HPE purchase, is now an aggregate of over 20 companies, he said.

Loosemore dismissed concerns that the HPE deal would trigger tax inversion penalties. Because Micro Focus has acquired a larger U.S. company, the U.K. company is likely to run into penalties under 2016 inversion regulations, according to a report from Bloomberg BNA.

Under the 2016 rulings, if former shareholders of an acquired U.S. entity own 60 percent or more of the combined foreign acquiring entity, they are subject to U.S. tax laws. The rules helped scuttle the $160 billion merger between Pfizer Inc. and Ireland-based Allergan Plc in 2016.

Loosemore reiterated that following the merger, a spinoff company would hold HPE’s software assets and HPE shareholders would own 50.1 percent of the new company.

Activists Third Point LLC and Jana Partners LLC have taken short positions in Micro Focus over August, according to data compiled by Bloomberg. The two funds have also taken similar sized long positions in HPE. Loosemore said he had no contact from activists, but said he would welcome any conversations on “shareholder value.”

The HPE acquisition is one of the biggest announced deals by a U.K. buyer of an overseas target since British voters opted in June last year to leave the European Union. Loosemore is keen for U.K. tech companies to continue expanding abroad. “We need to get the U.K. tech space growing,” he said.