Filed by Micro Focus International plc
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Hewlett Packard Enterprise Company
Commission File No.: 001-37483
Date: November 1, 2016
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Micro Focus Overview
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Micro Focus $1.4bn Offices Worldwide 20,000+ Customers Annual Revenue 5,000+ Partners 80+ 4,500+ Employees 2
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Everything is organised to help us do this:Our systemsThe way we interact with customers and partnersHow we deliver consulting servicesWe aim to provide investors with a sustainable return of between 15% to 20% per annumIn doing so we need to be building a company with sustainable prospects for the ‘long’ term! We Are a Software CompanyWe Make Software, We Sell Software and We Support Software 3
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Micro Focus helps its customers to innovate faster with lower riskWe enable them to embrace new technology while building on what already works. We call this bridging the old and the new 4
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An Evolutionary Journey Resulting in Great Complexity- all in the last 35 years! Internet of Things (IoT) z / OSPL / I COBOL CICS IMS Public Cloud PrivateCloud 5
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Portfolio positioning and approach in context of the software industry Software company leading consolidation in the mature infrastructure software market to win through operational efficiency and scale Product lifecycle Introduction Growth Maturity Decline Area of primary Micro Focus focus New tech models “Me too” models Potential change in trajectory (return to growth) Reduce rates of decline Nature of softwareInnovative and often disruptive technologiesHigh capex and R&DUser base rapidly expanding, products repeatedly enhancedInvestment strategy and valuationInvesting in growth = valuation and returnsRich valuations Nature of softwareInfrastructure software: embedded products with high switching costsLimited growth capexMargin expansion and efficiency opportunitiesInvestment strategy and valuation Returns driven by maximizing cash flowLower valuations 6
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Portfolio positioning and approach in context of the software industry (cont’d) Micro Focus specialises in managing mature infrastructure software assets which have been delivering value to significant numbers of customers over long periods of time Product portfolio characteristics Micro Focus approach Broad based – covering all industrial sectorsSignificant numbers of customersSignificant maintenance streamsRelatively high switching costsSignificant market positions ‘Fund of funds’ approach to product portfolio Investment and focus driven by four-box model Objective: modest growth over medium-term, high levels of profitability, strong cash flow Delivered through: efficient and focused investment across portfolio Four box model New Models(products that are relatively new and unproven in the market but expected to be growth drivers) 1 Optimise(Products with declining sales over a period of time, and the strategy is to move back to core OR manage decline and optimize returns in the long run) 3 Growth Drivers(Products that have shown consistent potential for sales growth) 2 Core(Products that have maintained ‘flat sales’ over time with limited growth, but are central to the company’s revenues) 4 7
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Name Role Prior experience Kevin Loosemore Executive Chairman (11 years) Appointed non-executive Chairman of the Company in 2005 Executive Chairman in April 2011Previously non-executive Chairman of Morse plcPreviously, Kevin has acted as Chief Operating Officer of Cable & Wireless plc, President of Motorola EMEA. Prior to this he was Chief Executive of IBM UK Limited Mike Phillips CFO (6 years) Joined Micro Focus in September 2010 Chief Executive Officer at Morse plc, following his initial role as Group Finance DirectorLeft Morse plc in July 2010 following the turnaround and successful corporate sale to 2e2 in June 2010 Stephen Murdoch CEO (joined 2012) Has held senior executive positions in general management, sales, and strategy with IBM and DellMost recently, he was the General Manager of EMEA for Dell's Public Sector and Large Commercial Enterprise business unit Nils Brauckmann CEO, SUSE (5 years) Previously served in cross-functional and international management positions at WRQ (acquired by TAG in 2004), Novell and Siemens Nixdorf, where he started his technology career Management team with a track record of delivering on transformational transactions Micro Focus Source: Company website, BoardEx 8
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Non-executive Directors Karen SlatfordSenior Non Executive DirectorHP 20 years – VP & GM WW Sales & Mktg, Independent Director on multiple tech Boards Tom VirdenNon Executive DirectorMarketing in Apple and Lastminute.com, has led multiple start ups Richard AtkinsNon Executive DirectorIBM Global Services EMEA, Operating Partner at Advent Private equity Steve ShuckenbrockNon Executive DirectorJoint COO at EDS; CIO at Dell, Currently CEO of CROSSMARK Amanda BrownNon Executive DirectorHR Mars, Marriott and PepsiCo, Currently HR Director at Hiscox 9 Senior Independent Director has formal responsibilities detailed in Annual Report including, among othersSuccession planningAnnual review of Board effectivenessUnlimited access for shareholders to non-executive directorsKey committees are all composed 100% of Non executive directors:Audit / FIC / Risk CommitteeRemuneration CommitteeNomination CommitteeAll directors stand for re-election on annual basis
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Product Portfolio Identity, Access and Security Solutions 16% Host Connectivity Solutions 14% Linux and Open Source 18% Development and IT OperationsManagementTools 13% Collaborationand NetworkingSolutions 11% COBOL Development and MainframeSolutions 18% Development and IT OperationsManagementTools 23% 10 COBOL Enterprise Identity Manager Sentinel Rumba MSS Reflection Silk AccuRev PlateSpin OES GroupWise CORBA
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North America International(EMEA, LATAM) APJ Corporate Operations Finance IT HR Product Development Legal Business Operations & PMO Field Marketing Product Management Go To Market Product Development NA, EMEA & APJ(LATAM from MF shared team) Product Management Field Marketing Services, Customer Care, Renewals, Shared Marketing Services, Sales Operations Channel, Systems Integrators & OEM Channel, Systems Integrators & Independent Software Vendors Product Group Operating Model & Structure: One company with two product portfolios Go To Market Product Group 11
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40 Years; 20,000 Customers 12
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Value Creation
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On a dollar basis, Micro Focus' share price has shown consistent growth… Micro Focus share price progression (denominated in $, rebased to 100) +306% Source: FactSet as at 09 August 2016, broker researchNote: Micro Focus share price converted to dollar equivalent at daily prevailing spot rateMicro Focus EV/EBITDA multiples adjusted for acquisitions of Serena and TAG +10% Micro Focus share price performance since April 2011 Micro Focus 2M share price performance 14
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Shareholder Value Creation Cents per share 15
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CompuWareApplication Testing LiantCOBOL and PL/I development OrbixCORBA Novell, NetIQ, Attachmate, SUSEIdentity, Access, SecurityHost ConnectivityCollaborationPerformance MonitoringWorkload ManagementCloud ManagementEnterprise Linux BorlandApplication Lifecycle Management & Testing Acquisitions to Strengthen our Customer Proposition AuthasasAdvanced Authentication SerenaALM & DevOps NetManageConnectivity AcuCorp Acu COBOL Relativity TechnologiesApplication portfolio Management AccuRevAgile Software Delivery PrismTechCORBA SoforTeMainframe Solutions 16
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10_84 Note: Does not include acquisitions smaller than $10M: Authasas (’15), Openfusion (’13), Soforte (’13), Relativity (’09) and Liant (’08).*Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA. **Orbix acquisition value includes other assets acquired from Progress Software.Source: Micro Focus and other companies annual reports, Internal Micro Focus data; Bain Analysis. Acquisition Portfolio groups / main products Year Acquisition value ($M) EBITDA ($M) 1 2 4 Micro Focus made eight major acquisitions in last 10 years 17 Serena Dev & ITOM: Mainframe and distributed ALM and BPM 2016 540 80 Attachmate (TAG) Collab. & Networking (Novell), Host Connectivity (Attachmate), IAS (NetIQ) and SUSE 2014 2,350 313 Accurev Dev & ITOM: Accurev 2013 19 (2)* Orbix assets from Progress SW Collab. & Networking: CORBA 2012 15** 8 Borland Dev & ITOM: Borland / Silk Suite 2009 87 (11)* Compuware Dev & ITOM: Application Testing and Automated Software Quality 2009 63 19 NetManage Host Connectivity: RUMBA 2008 46 (2)* Acucorp CDMS: AcuCobol 2007 40 4* 3 5 6 7 8
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Net operational improvement accounts for ~36% of Micro Focus’ EBITDA growth over last 10 years 18 Micro Focus’ EBITDA evolution ($mm) Note: Does not include acquisitions smaller than $10M: Authasas (’15), Openfusion (’13), Soforte (’13), Relativity (’09) and Liant (’08).Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA.Source: Micro Focus and other companies annual reports, Bain Analysis. ~34% of ~$490M total EBITDA growth driven by real net operational improvement Serena acquisition closed end of FY16 1 2 4 3 5 6 7 8
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Micro Focus Financial Performance vs Street Consensus Source: Bloomberg as of 12-Aug-20161Underlying Adjusted EBITDA. Kevin Loosemore became Executive Chairman of Micro Focus in 2011Mike Phillips joined Micro Focus as CFO in September 2010Stephen Murdoch joined Micro Focus in 2012 as CMO and became CEO in 2016Nils Brauckmann has been leading SUSE since 2011 19
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20 Financial Performance vs Management Guidance Source: Company filings, Wall street research and Bloomberg as of 12 August 2016 Micro Focus FTSE 250
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UK Market Dominated by Global Blue-chip Investor Base, many of which are Long-term Shareholders of Micro Focus Source: Company register, J.P. Morgan Cazenove shareholder analysis, Junction RDS as at July 2016Note: Average buy in price calculation based on register data since 2008, converted at USD / GBP spot rate of 1.2992 Top 25 Register overlap between largest blue-chip shareholders in the UK and Micro Focus register 21 Micro Focus shareholder register as at July 2016 Top investors in the FTSE index c.25% of Micro Focus register comprised of US blue-chip investors
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“Strong numbers, great FCF conversion”“They should stick to their proven strategy of buying sticky, ex growth businesses with good synergy potential”“Thinks the management team are very good. Cash flows are reassuring and really like the way they manage balance sheet”“Hard to fault the execution and they are always all over the detail and the numbers”“Management are refreshingly honest”“We remain very confident on the management. It is in fact one of the key positives in the equity story”Feedback sourced by third party and non attributable 22 Prelims Roadshow – Investor Feedback
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HPE Software Combination Offers Micro Focus a Unique Opportunity to Create an Industry Leader that Can Consolidate at a Much Larger Scale 23 Sources: Capital IQ and HPE Software management financials. LTM as of 31-Jul-2016 Potential targets to consolidate and create scale in maturing market 23 #6 #23 Potential leaders/targets of mid-size consolidation to create scale to compete with the largest software companies Nuance Communications
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Strategic Rationale for Combination
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Combination Rationale Focus on EBITDA and FCF growthFocus on Total Shareholder ReturnsMaintain a stable platform to deliver results Adds additional breadth and scale to Micro Focus’ existing portfolio of sticky products in core areas, with strong cash flowsIncreased exposure to fast growing segments through HPE Software’s security and big data products Integration of functions and rationalisation provide scope for cost savingsLeverage Micro Focus’ management’s experience from previous transactions and in-house cost rationalization exercises Appropriate categorisation of products within the four box model to identify spending prioritiesEffective, targeted spending to grow revenues in areas with market potentialExtend the life and productivity of products in areas of systematic decline or with limited potential for top line growth Extend Market Presence Increased Operational Efficiency Deliver Effective Product Management and Improve Sales Productivity 25
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Combined Business Overview Micro Focus HPE Software Pro forma Geography Type Business ` 72% recurring 61% recurring 64% recurring Source: Management presentations; Note: Pro forma financials based on combined values for company’s respective financial yearsNote: Pro forma for Serena 26
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Integration Planning
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Minimise Day 1 changes – ensure changes are well planned – key integration planning over the first 90 days*Multiple joint workstreams to plan and, post completion, manage changes and deliver to integration objectives:Identify, leverage and embed best practiceDecide where teams fit, and the shape of the organisationIdentify and validate synergy opportunitiesDecide system changes and timelinesImplement system and process cutoversTransition people related changes, including benefitsMinimise Go To Market disruption – sales plans and targets remain through October 2017 Integration Approach: *Accelerate if pre-close integration planning possible 28
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Benefits to Customers, Employees & Investors Customers Get greater return from their prior investmentsAccess to wider and deeper pool of leading products and skillsBenefits from greater geographic coverageService from a dedicated provider of infrastructure software productsBest practice advantages from extensive customer footprint across all geographies, all customer sizes and every vertical sector Employees Scale and dedicated focus on softwareImproved clarity of strategy and vision for current HPE employeesVindication of strategy for 4,000 Micro Focus employeesExpanded career opportunities for allIncreased scale for employee welfare, development and training Investors Leader in a consolidating marketMerger 100% consistent with stated strategyOpportunity for significant returns and yieldScaling of proven strategy and business model 29
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A phased approach to delivery and setting market expectations Phase I: Assessment Deliver plans for FY17Detailed review of combined businessesInvigorate Product Management Actions Phase II: Integration Actions Standardise systemsRationalise PropertiesRationalise Legal entitiesNew Go to Market (GTM) modelMaintain/improve cash conversionRationalise underperforming elements New market initiatives Phase III: Stabilisation Stabilise top lineImprove GTM productivityGrowth from new areasImproved profitabilityStandardise systems Actions Phase IV: Growth Top line growthClick and repeat! Actions FY17 FY18 FY19 FY20 30
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Summary 31 An opportunity to deliver exceptional value to HPE and Micro Focus shareholdersUtilise proven tax efficient structureEnable shareholders to participate in significant upside versus all cash alternativeExperienced management team and proven model reduces riskCreate lead position in a consolidating market place with competitive advantageStrategic Relationship with SUSE to capitalise on Open Source
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Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, or any solicitation of any vote or approval. It does not constitute a prospectus or a prospectus "equivalent" document. ADDITIONAL INFORMATION AND WHERE TO FIND ITThis presentation has been prepared and issued by and is the sole responsibility of Micro Focus International PLC (the "Company"). This presentation relates to the Company and its conditional agreement to acquire the software business of Hewlett Packard Enterprise Co. (“HPE") to be held by HPE Software Spinco, Inc. ("HPE Software"), a wholly owned subsidiary of HPE, constituting a reverse takeover for the purposes of the Listing Rules of the UKLA (the "Acquisition" or the "Transaction"). The Transaction will be submitted to the Company’s shareholders for their consideration and approval. In connection with the Transaction, the Company will file relevant materials with the SEC, including a registration statement on Form F-4 or S-4 containing a prospectus relating to the Company’s American Depositary Shares to be issued in connection with the Transaction, and HPE Software will file a registration statement with the SEC. The Company will mail the prospectus contained in the Form F-4 or S-4 to HPE’s stockholders. This presentation is not a substitute for the registration statements or other document(s) that the Company and/or HPE Software may file with the SEC in connection with the Transaction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES, AND THE TRANSACTION. Shareholders will be able to obtain copies of these documents (when they are available) and other documents filed with the SEC with respect to the Company free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from the Company upon written request to the Company’s investor relations or HPE’s investor relations. For the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation meeting or while access to the presentation has been made available to you. This presentation has not been approved by the UK Financial Conduct Authority ("FCA") or any other regulator. This presentation is for information purposes only. The material and information herein is not to be shared with any other parties. Neither this presentation, nor any part of it nor the fact of its availability or distribution is investment or financial product advice and nor is it intended to be used as the basis for making an investment decision. Neither the Company nor J.P. Morgan Limited ("J.P. Morgan Cazenove") nor Numis Securities Limited ("Numis") makes any representation to any recipient regarding an investment in the securities referred to in this presentation. This presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. You should seek your own legal, investment and tax advice as you see fit and you should not act upon any information contained in this presentation without first consulting a financial or other professional adviser. This presentation must not be recorded, copied, reproduced, published, distributed, disclosed, stored in a retrieval system, transmitted or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person’s organisation or firm) at any time without the written consent of the Company. The availability and distribution of this presentation in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove or Numis that would permit access to or possession or distribution of this presentation or any other offering or publicity material relating to the Company in any jurisdiction where action for that purpose is required. Persons into whose possession this presentation comes or who have accessed this presentation are required by the Company, J.P. Morgan Cazenove and Numis to inform themselves about, and to observe, such restrictions. 33
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Disclaimer (Cont’d) Neither this presentation nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities of the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities in the United States or any other jurisdiction.J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and sponsor to the Company and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition and/or any other matter referred to in this presentation. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA (as defined below), or the regulatory regime established thereunder, J.P. Morgan Cazenove accepts no responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this presentation, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person in connection with the Company, the Acquisition or any other matter in this presentation and nothing in this presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future. J.P. Morgan Cazenove accordingly disclaims all and any liability whatsoever, whether arising out of tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this presentation or any such statement.Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker and financial adviser to the Company and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition and/or any other matter referred to in this presentation. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA (as defined below), or the regulatory regime established thereunder, Numis accepts no responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this presentation, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, its directors or any other person in connection with the Company, the Acquisition or any other matter in this presentation and nothing in this presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis accordingly disclaims all and any liability whatsoever, whether arising out of tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this presentation or any such statement.Information set forth in this announcement (including information incorporated by reference in this announcement), oral statements made regarding the Transaction, and other information published by Micro Focus or HPE may contain certain statements about the Company, HPE and HPE Software that are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this presentation may include statements about the expected effects on the Company, HPE and HPE Software of the Transaction, the anticipated timing and benefits of the Transaction, the Company’s and HPE Software’s anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “intends”, “will”, “likely”, “may”, “anticipates”, “estimates”, “projects”, “should”, “would”, “expect”, “positioned”, “strategy”, “future” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of the Company, HPE or HPE Software (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. As such, forward-looking statements should be construed in light of such factors. Neither Micro Focus nor HPE, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur or that if any of the events occur, that the effect on the operations or financial condition of Micro Focus, HPE or HPE Software will be as expressed or implied in such forward-looking statements. Forward-looking statements contained in this presentation based on past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; the Company’s and HPE’s ability to complete the Transaction on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Transaction; risks relating to any unforeseen liabilities of the Company or HPE Software; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects of the Company, HPE Software and the resulting combined company; business and management strategies and the expansion and growth of the operations of the Company, HPE Software and the resulting combined company; the ability to successfully combine the business of the Company and HPE Software and to realise expected operational improvement from the Transaction; the effects of government regulation on the businesses of the Company, HPE Software or the combined company; the risk that disruptions from the Transaction will impact the Company’s or HPE Software’s business; and the Company’s, HPE Software’s or HPE’s plans, objectives, expectations and intentions generally. Additional factors can be found under “Risk Factors” in HPE’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015 and subsequent Quarterly Reports on Form 10-Q. For a discussion of important factors which could cause actual results to differ from forward looking statements relating to Micro Focus, refer to Micro Focus's Annual Report and Accounts 2016. Forward-looking statements included herein are made as of the date hereof, and none of the Company, HPE Software or HPE undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. 34
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Disclaimer (Cont’d) Subject to any requirement under applicable law, Micro Focus undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this communication. Except as otherwise explicitly stated, neither the content of the Micro Focus website nor the HPE website, nor any other website accessible via hyperlinks on either such website, is incorporated into, or forms part of, this communication.The information contained within this presentation has not been independently verified by J.P. Morgan Cazenove or Numis. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this presentation nor on its completeness, accuracy or fairness and no representation or warranty, express or implied, is given by or on behalf of the Company, J.P. Morgan Cazenove or Numis or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of their respective directors, officers, employees, agents, affiliates or advisers as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and to the extent permitted by law no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. The projections contained herein should not be regarded as a representation or warranty, express or implied, by the Company, J.P. Morgan Cazenove or Numis or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, employees, agents, affiliates or advisers that the projected or estimated results will be achieved. To the maximum extent permitted by law, neither the Company, its directors, officers, shareholders, advisers, affiliates, employees or agents, nor any other person accept any liability, including, without limitation, any liability arising out of fault or negligence for any loss arising from the use of the information contained in this presentation. Statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. This presentation speaks as at the date on which it is made. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. Neither the delivery of this presentation nor any further discussions by the Company, J.P. Morgan Cazenove or Numis with any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Company and/or HPE Software since that date and neither the Company nor J.P. Morgan Cazenove nor Numis undertakes any duty or assumes any obligation to update, revise publicly or correct this presentation whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the London Stock Exchange or by the Listing Rules, the Disclosure Guidance and Transparency Rules or by applicable law. No statement in this presentation is, is intended to be, or should be construed as, a profit forecast or profit estimate for any period or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.Certain market data information in this presentation is based on management’s estimates. The Company obtained the industry, market and competitive position data used throughout this presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. However, this information may prove to be inaccurate because of the method by which the Company obtained some of the data for their estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Where information contained in this presentation has been sourced from a third party (including HPE Software and/or HPE), the Company confirms that such information has been accurately reproduced and, so far as the Company is aware and has been able to ascertain from that information, no facts have been omitted which would render the reproduced information, or information derived from it, inaccurate or misleading. By attending this presentation or otherwise accessing this presentation you warrant, represent, acknowledge and agree to and with the Company, J.P. Morgan Cazenove and Numis that (i) you are a Relevant Person as defined above, (ii) you have read, agree to and will comply with the contents of this disclaimer including, without limitation, the obligation to keep this presentation and its contents confidential and (iii) you will not at any time have any discussion, correspondence or contact concerning the information in this presentation with any of the directors or employees of the Company or with any of their suppliers in respect of the Company without the prior written consent of the Company. 35