OpenText Mergers and Acquisitions Presentation Deck

Made public by

sourced by PitchSend

19 of 28

Creator

opentext logo
Opentext

Category

Technology

Published

August 2022

Slides

Transcriptions

#1opentext™ Open Text to Acquire Micro Focus International plc (LSE: MCRO, NYSE (ADS): MFGP) NASDAQ: OTEX | TSX: OTEX August 25, 2022#2Safe Harbor and IP Statement This presentation is not intended to and does not constitute or form any part of an offer to purchase, or solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer to purchase would be unlawful. This presentation contains forward-looking statements or information (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), Section 27A of the U.S. Securities Act of 1933, as amended, and other applicable securities laws of the United States and Canada, and is subject to the safe harbors created by those provisions. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would," "might," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Projected financial information with respect to the Enlarged Group, including revenue, A-EBITDA, cloud revenue, cost synergies and net debt/A-EBITDA, constitutes forward-looking statements and should not be relied upon as being necessarily indicative of future results and is for illustrative purposes only. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Our estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to the inability to obtain required regulatory approvals for the proposed acquisition by us (through our wholly-owned subsidiary) (the Proposed Acquisition), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect, following completion of the Proposed Acquisition (if completed), the enlarged group (the Enlarged Group) or the expected benefits of the Proposed Acquisition (including as noted in any forward-looking financial information), the inability to obtain certain shareholder approvals of the Proposed Acquisition, the risk that a condition to closing of the Proposed Acquisition may not be satisfied on a timely basis or at all, the failure of the Proposed Acquisition to close for any other reason, uncertainties as to access to available financing (including refinancing of debt) on a timely basis and on reasonable terms, the expected effects of the Proposed Acquisition, on us, the acquired company and, following completion of the Proposed Acquisition (if completed), the Enlarged Group, the expected timing and scope of the Proposed Acquisition, all statements regarding our (and the Enlarged Group's) expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realize successfully any anticipated synergy benefits when the Proposed Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group), our inability to integrate successfully the acquired company's operations and programs when the Proposed Acquisition (if completed) is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Proposed Acquisition when the Proposed Acquisition (if completed) is implemented, actual and potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity and duration of the COVID-19 pandemic and issues relating to the resurgence of COVID-19 and/or new strains or variants of COVID-19, including actions that have been and may be taken by governmental authorities to contain COVID-19 or to treat its impact, including the availability, effectiveness and use of treatments and vaccines, and the effect on the global economy and financial markets as well as the potential adverse effect on our business, operations, and financial performance, the impact of the Russia-Ukraine conflict on our business and the Enlarged Group, including our decision to cease all direct business in Russia and Belarus and with known Russian-owned companies, as well as our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. For additional information with respect to risks and other factors which could materially affect our business, financial condition, operating results and prospects, including these forward-looking statements, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings we make with the Securities and Exchange Commission (SEC) and other securities regulators. For these reasons, we caution you not to place undue reliance upon any forward-looking statements. Information regarding the acquired company and its financial results was derived from information filed by the acquired company with the SEC, including its Interim Results for six-months ended April 30, 2022 reported on Form 6- K, its Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F and its earnings press release for the year-ended October 31, 2021, filed on Form 6-K on February 8, 2022. Information regarding the acquired company is qualified entirely by reference to those reports. TM opentext Open Text ©2022 All rights reserved 2#3Call Participants opentext™ Mark J. Barrenechea CEO & CTO Madhu Ranganathan EVP, CFO OpenText ©2022 All rights reserved 3#4Open Text: A Proven Track Record. Market Expansion and Value Creation Value creation TODAY's Announcement Expanding OpenText's Leadership in Enabling Digital Transformations 1991 Foundation out of University of Waterloo opentext™ 2014 GXS: Cloud and Business Network 2005 Content Services Market 1996 IPO on Nasdaq 2005 IXOS: top SAP partnership 2019 Carbonite: new SMB/C market 2021 Zix: a top Microsoft SMB/C partner 30 Year History Today Micro Focus Expands Digital Transformation Capabilities 2017 Documentum: now #1 in Content Services 2020 Cloud Editions: Modern Cloud Platform 2022 Titanium Our Mission: We power and protect information Our Purpose: To elevate every person and every organization to gain the information. advantage Our Passion: Deliver compelling innovations that provide our CUSTOMERS a competitive advantage An inclusive environment where passionate, skilled, and diverse EMPLOYEES thrive Deliver SHAREHOLDER value through growth, profits and capital efficiency improvements Open Text ©2022 All rights reserved 4#5Transaction Overview Purchase Price and Closing Conditions Approximately To be funded with ● ● ● $6.0B Enterprise value (inclusive of Micro Focus' cash and debt) 2.2x pro forma TTM Micro Focus revenues (1) 6.3x pro forma TTM Micro Focus A-EBITDA (2) Subject to ● OpenText's existing cash on hand and revolver Approximately $4.6B in new committed debt financing No equity ● Regulatory approval Customary closing conditions Expected to close first calendar quarter of 2023 Micro Focus shareholder approval ● opentext™ ● ● ● One of the world's largest software and cloud companies Approximately doubling our Total Addressable Market to $170B (³) Expected combined company of approximately (4): $6.2B annualized total revenue -$2.2B annualized A-EBITDA (5) ● Projected Financial Impact Upper quartile A-EBITDA and expansion Upper quartile Free Cash Flows (FCF) and expansion Expected cost synergies of approximately $400M (6) On OpenText operating model within 6 quarters of closing Return to net leverage ratio (7) of <3x within 8 quarters of closing ● Significant TAM Expansion, Cloud Growth Opportunity and FCF Expansion 1. Pro forma trailing twelve months (TTM) revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue 2. Pro forma TTM A-EBITDA represents Micro Focus' unaudited proforma A-EBITDA for the twelve months ended April 30, 2022, excluding Digital Safe 3. Estimates based on market reports from independent industry analysis firms including Gartner and IDC 4. Figures on a pro forma basis. Please refer to OpenText's "Use of Non-GAAP Financial Measures" and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures included within our current and historical filings on Forms 10-Q, 10-K and 8-K, and footnotes #1 and #2 of this slide 5. A reconciliation of this forward-looking non-GAAP measure is not feasible without unreasonable efforts because of the unpredictability of the items that would be excluded from non-GAAP measures for the combined company 6. Includes Micro Focus' previously announced cost savings program of $300 million (net of inflation), as well as approximately $100 million of additional cost synergies 7. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology OpenText ©2022 All rights reserved 5#6Industrial Thesis Increasingly complex world... Supply chain Trust and Cyber Inflation. Talent & workforce changes Ongoing pandemic Geopolitical Climate Run Anywhere Hybrid Cloud opentext™ Global scale ...creates an urgent imperative to accelerate Digital Transformations $1T+ 75% $1.2T 7-year 11 $6.3T 53% migration-opportunity-business-value-grows-but-missteps-abound Modernization of Apps & IT Services in business value expected to be unlocked through Cloud adoption (1) of executives cite talent availability as main adoption risk factor for IT automation technologies (2) global scale and reach of software market by 2026 (from $795B in 2022) (³) acceleration in adoption of digital or digitally enabled products (4) stakeholders involved in average technology buying decisions can go up to 20 (5) business investment expected in digitalization & digital transformation by 2024 to run and operate anywhere (6) of organizations having enterprise-wide digital transformation strategy (7) Key Digital Transformation Capabilities Security, Trust and Compliance Needs 1. https://www.mckinsey.com/industries/technology-media-and-telecommunications/our-insights/cloud- 2. https://www.gartner.com/en/newsroom/press-releases/2021-09-13-gartner-survey-reveals-talent- shortages-as-biggest-barrier-to-emerging-technologies-adoption 3. IDC Worldwide Software Taxonomy, 2022 Analytics ML/AI 5. 6. 7. Accelerated time Access to Critical to value Skills 4. https://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-insights/how-covid- 19-has-pushed-companies-over-the-technology-tipping-point-and-transformed-business-forever "The Future of Sales in 2025: A Gartner Trend Insight Report," Gartner IDC FutureScape: Worldwide Digital Transformation 2022 Predictions IDC FutureScape: Worldwide Digital Transformation 2022 Presentation OpenText ©2022 All rights reserved 6#7Enhancing Leadership in Enabling Digital Transformations Open Text Micro Focus Security 22% Digital Experience 28% Storage and Content 15% Security 14% opentext™ Information Management (¹) $92B Portfolio Analytic Management Platforms 4% 6% $78B IT Operations 36% Content Services 26% Business Network 24% Application Development 18% Application Infrastructure 7% $170B 1. Estimates based on market reports from independent industry analysis firms including Gartner and IDC ● ● ● ● ● Strategic Importance of Micro Focus 46 years of innovation Significant expansion of addressable market Expands strategic presence in high value businesses O Enhances capabilities in: O Cyber resilience and Information Governance o Adds capabilities in: O O Application Development Application Modernization Advanced Analytics O Information Technology Operations Further strengthens industry expertise Broadens and deepens touchpoints with customers including many of the Fortune 500 Scales partner ecosystem and our strategic importance. OpenText ©2022 All rights reserved 7#8Open Text and Micro Focus Snapshot $3.5B F'22 Revenue (FY ended June 30, 2022) 82% ARR (1) $1.3B A-EBITDA (2) $889 M FCF (2) Strategic Partners 1M+ Trading Partners 22,000 MSPs opentext Open Text Waterloo, CA Headquarters ~14,800 Employees (as of June 30, 2022) 36.2% A-EBITDA Margin % (2) 25.4% FCF as % of Total Revenue 100+ Countries generating revenue Total Revenue F'22 ($M) by Product Type: 10% 38% 8% 29% 44% 8% Total Revenue F'22 ($M) by Geography: Cloud: $1,535 . Customer Support: $1,331 License: $358 Professional service: $270 63% Total revenues: $3.5Bn Americas: $2,187 EMEA: $1,026 Asia Pacific: $280 Total revenues: $3.5Bn $2.7B TTM Revenue (4) 69% ARR (4)(5) $942M A-EBITDA (6) $253M A-FCF (7) 7,500+ Global Partners Micro Focus (³) Newbury, UK Headquarters ~11,000 Employees 35.3% A-EBITDA Margin % (6) 9.5% A-FCF as % of TTM Revenue (4)(7) 180+ Countries generating revenue Total Revenue TTM ($M) 25% 6% 5% 22% Product Group TTM ($M) 12% 26% 64% 13% 39% 18% 22% • Maintenance: $1,705 SaaS & Other Recurring: $136 Consulting: $169 License: $656 Geography TTM ($M) 48% Application Modernization & Connectivity: $468 . Application Delivery Management: $587 IT Operations Management: $690 Cyber Resilience: $597 Information Management & Governance: $325 North America (NAM): $1,271 International: $1,052 APJ*: $343 *Asia-Pacific & Japan 1. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue 2. Please refer to "Use of Non-GAAP Financial Measures" and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K 3. For Micro Focus, financial statement numbers are based upon IFRS, as disclosed in their 20-F filings. Please refer to their full year results in their investor presentation and earnings press release for the year-ended October 31, 2021, Please refer to Micro Focus' Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F under "Segment Reporting" and Micro Focus' Interim Results for the six-months ended April 30, 2022, on Form 6-K under "Alternative Performance Measures" for certain reconciliations TM 4. Pro forma TTM revenue is a non-GAAP financial measure and represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue OpenText ©2022 All rights reserved 5. ARR is defined as the sum of SaaS and other recurring and Maintenance revenues 6. Pro forma TTM A-EBITDA represents Micro Focus' unaudited proforma A-EBITDA for the twelve months ended April 30, 2022, excluding Digital Safe A-EBITDA 7. Adjusted Free cash flow is based on Free cash flow for the twelve months ended April 30, 2022, excluding Digital Safe as provided by Micro Focus in their earnings press release 8#9Strategic Rationale Significant Free Cash Flows and Return Micro Focus to Organic Growth ● ● ● ● ● Right Time We are executing very well Strong financial position Experienced leadership ready to scale More favorable financial conditions Proven value creation track record with the OpenText Business System: Best Teams Total Innovation Inclusion opentext™ Total Growth Ecosystem Building Operational Excellence Open Text is well-positioned for this acquisition. Right Asset Digitalization & Sustainability 1. Declaration of dividend subject to board discretion Micro Focus Strengths ● • Valuable intellectual property ● Strong A-EBITDA dollars ● Strong leadership position in key complementary strategic markets Marquee customer base Offers significant expansion of international presence Opportunities to add value Uplift install base to cloud Applications modernization Improved renewals ● ● Revenue Growth ● ● ● Profitability ● Right Opportunity for Significant Value Creation. ● Return Micro Focus to organic growth Accelerated cloud growth Best-in-class ARR renewals ● Upper quartile A-EBITDA Capital efficiency Upper quartile Free Cash Flows A-EBITDA and FCF expansion Significant earnings expansion Rapid 8 quarter de leveraging plan. Continued Dividend program (1) OpenText ©2022 All rights reserved 9#10Expands Strategic Presence in High Value Businesses Increases Strategic Value to Customers Market Customers Supply Chain Ops Open Text Business Network Micro Focus Business Network opentext™ Cloud OpenText Information Management for Organizations of All Sizes Content Services Cyber Resilience Applications Delivery & Modernization Advanced Analytics Applications Ops Experience Customer Ops Experience Cloud Business Ops Content Cloud Information Management & Governance Security Ops Security Cloud Security Micro Focus Developer Cloud Application Delivery & Management Application Modernization & Connectivity Expands breadth of Digital Transformation capabilities Broadens and deepens strategic touchpoints, buyer groups Service Management Tech Ops IT Operations Management OpenText ©2022 All rights reserved 10#11Micro Focus: A Market Leader in Key Industry Segments Market Leading Innovation ~ 11,000 Employees -40% Of employees dedicated to Research & Development opentext TM 1. Source: various Forrester and Gartner reports Challengers Stronger current caring A Weaker surront ctioning The Forrester Wave: Dynamic Data Masking Solutions, Q3 2021 Contenders Weserstraa CHALLENGES Prima Fasters T DataSune ( widi● MTTS COMPLETENIESS OF VISION NESHEXAVERS Strong Performers Mantis SecuP MQ for Application Security Testing 2022 CAB C Orade ● C ● ede Mina FRO Lav Gara Theseem Stranger strate ●Tyropos As of Apr 21022 O VISIONADES Leaders Gartner, Inc Challengers Bamper umant oftarna The Forrester Wave: Static Application Security Testing, Q1 2021 Weaker cument offering Contenders White Secur Wacker strategy Pall CHALLENGERS Tule CHE PLAYERS COMPLETENESS OF VISION O SonarSource Strong Performers B4. P ⒸCAST Perforce Soliware GitLab MQ for Access Management 2021 Elul Maro Focus F Onlayn Synopsys -3tHub LEADERS ku As of October 2021 VISIONANES OHOL Sullwars Leaders O Steckman Veracoce Strenger strategy ●Moven Gartner, Inc Gartner Employee innovation The Forrester Wave: Document-Oriented Text Analytics Platforms, Q2 2022 Challengers Star current of win Weaker cument offering Contenders Edgeverve Systems. OpenText Wy Ra Arc CHALLENGERS Workst Strong Parformers MICHE PLAYERS COMPLETENESS OF VISION WorkFuskan O -Matre F SASU MQ for Software Test Automation 2019 TEM Hyperaciones Po Amazon Web Services Expertal Sar ●gat Indon Leaders Stronger strategy VIONARIES As of August 2019 Met Gartner, Inc Challengers 8ronger cument offering The Forrester Wave: Hybrid Cloud Management, Q4 2020 Waskar mam offering Contenders Wokerstraagr Cancrical CHALLENGERS M Kayd Warko NICHE PLAYERS COMPLETENESS OF VISION Strong Performers BMC Bella TEM ServiceNow Morph MQ for Project and Portfolio Management 2019 Upland @Nutarie Bodom CA Technologin Ⓡ Chargepo ● World Claire ONEPOINT P LEADERS Landar Witam Buonger trabag As of May 2019 VISIONARIES Ⓒ Gartner, Inc Challengers ronger t maring Vakar mat Bring The Forrester Wave: File Analytics Providers, Q2 2018 Contenders Hach CHALLENGERS Active To Concap Searching varonie Evid Broadcom CA Technolog SAP (1) NICHE PLAYERS COMPLETENIESS OF VISION Operet P MQ for Identity Governance and Administration 2019 ● Fornyle TITUS Ⓒ Oracle One identy LEADERS MISIONARIES As of August 2015 OpenText ©2022 All rights reserved Leaders Stronger strategy Gartner, 11#12Strengthens and Deepens Presence in Global 10,000 Open Text with Micro Focus 98 of the 100 largest companies in the world (1) are Customers opentext™ A XE 20 out of top 20 Manufacturing 20 out of top 20 20 out of top 20 18 out of top 20 20 out of top 20 20 out of top 20 20 out of top 20 18 out of top 20 20 out of top 20 19 out of top 20 20 out of top 20 20 out of top 20 Oil & Gas Telecom Utilities Federal Governments Financial Services Retail High Tech Automotive Life Sciences Healthcare Transportation Significantly expands Open Text's global presence(2) North America -50% increase AIRBUS Kellogg's Hewlett Packard Enterprise GUESS W JAGUAR tcs RACING OFFICIAL PARTNER 1. Source: Dun & Bradstreet and internal estimates 2. The estimated increase is based on the combined revenue of OpenText's F'22 revenue and Micro Focus' TTM unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue EMEA -50% increase vodafone Mc Graw Hill NETSTAL MEDICAⓇ teradata. Sunrise APJ* -100% increase *Asia-Pacific & Japan SAP sky IGA OpenText ©2022 All rights reserved 12#13Growth Opportunity: Cloud and SaaS Uplift Micro Focus Customers to Cloud F'22 Open Text Cloud Micro Focus SaaS Revenue (1) $136M $1,535M ● ● ● ● 44% of total revenue 5% of total revenue Open Text Cloud Highlights Cloud is OpenText's largest revenue stream 3,000+ private cloud customers 11M public cloud subscribers $466M incremental enterprise cloud bookings in F'22(3) Targeting 15%+ cloud bookings growth in F'23 Organic cloud growth accelerating opentext™ Open Text: Proven Record of Uplift to Cloud Cloud and Subscriptions Revenue ($M) (2) 753% $180 13% F'13 $1,535 44% F'22 Future Opportunity Micro Focus' SaaS and Other Recurring Revenue ($M)(¹)(2) $136 5% Today 1. Pro forma TTM revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue. Any forecast of future revenue is a forecasted projection only 2. The percentages are calculated using OpenText's F'22 Total Revenue and Micro Focus' percentage is calculated using Micro Focus' TTM revenue for the twelve months ended April 30, 2022, excluding Digital Safe 3. Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the fiscal year that are new, committed and incremental to our existing contracts, excluding the impact of Carbonite and Zix. Open Text Value Add Future OpenText ©2022 All rights reserved 13#14Growth Opportunity: Customer Support and Maintenance Powerful Source of Recurring Cash Flow Open Text Customer Support F'22 $1,331 M 38% of total revenue Off-Cloud Renewal % 94% Micro Focus Maintenance (1) $1,705M Open Text has improved its Customer Support to License ratio from F'13 to F'22 through: ● 64% of total revenue Off-Cloud Renewal % Opportunity •Strong renewals Annual price adjustments •Premium support and • Other value offerings opentext™ Open Text Customer Support Revenue (US$M) $658 F'13 2.4x $1,331 CS to License Ratio F'22 3.7x Future Opportunity Micro Focus' Maintenance Revenue (US$M) (1) $1,705 Today 2.6x Open Text Value Add 1. Pro forma TTM revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue. Any forecast of future revenue is a forecasted projection only Future CS to License Ratio Expansion opportunity to upsell and migrate more workloads to the cloud > 2.6x OpenText ©2022 All rights reserved 14#15Growth Opportunity: Annual Recurring Revenue Uplift Micro Focus Customers to the Cloud and Apply Open Text Best Practices to Renewals ● Compelling Products and Customer Satisfaction are the Foundations for Growth opentext™ Open Text ARR (1) F'22 $2.9B 82% of total revenue 94% Renewal Rate (2) Micro Focus ARR (3) $1.8B 69% of total revenue Opportunity Renewal Rate OpenText Best Practices Feature-rich product releases • Premium support offerings including security updates Annual price adjustments First year maintenance ● • Extended support offerings Direct customer engagement Compelling self-service applications and tools ● Every 100 bps of improvement in Micro Focus' Renewal rate is worth $15M-$20M in incremental revenue at high margin Every 400 bps of net renewal rate uplift is worth approximately 1% of incremental organic growth to combined company 1. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue 2. Average renewal rates for off-cloud and cloud for the full fiscal year ended June 30, 2022 3. ARR is defined as the sum of SaaS and other recurring and Maintenance revenues. Pro forma TTM revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue OpenText ©2022 All rights reserved 15#16Growth Opportunity: License and Professional Services Innovate for Off-Cloud and Offer Micro Focus Customers Multiple Paths to Open Text Cloud License ● ● Open Text License F'22 $358M ● 10% of total revenue License % of revenue F'22 F'13 20% 10% Micro Focus License (1) $656M 25% of total revenue License remains a preferred choice for some of the world's largest customers Creates long-term opportunity for customer support Expansion opportunity to upsell and migrate more workloads to the cloud opentext™ It is a hybrid world, customers can run license anywhere, off-cloud or cloud ● Professional Services Open Text Professional Services F'22 $270M 8% of total revenue Micro Focus Consulting (¹) 1. Pro forma TTM revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue. 2. https://www.gartner.com/en/newsroom/press-releases/2021-09-13-gartner-survey-reveals-talent-shortages-as-biggest-barrier-to-emerging-technologies-adoption $169M 6% of total revenue 75% of executives cite talent availability as main adoption risk for IT automation technologies (²) Critical capacity to deliver strategic value to customers Core enabler for uplifting Micro Focus' customers to the cloud Key differentiator for maintaining and uplifting mission critical applications where talent pools are scarce Optimal for large enterprises with complex cloud and off-cloud environments and where failure is not an option OpenText ©2022 All rights reserved 16#17Products & Technology: Accelerate Micro Focus Innovation Apply Open Text's Strong Track Record of Innovation to Micro Focus Red Oxygen (2013) Five new product suites Integration & ease of deployment opentext™ Blue Carbon (2015) One GTM for on- prem & cloud OpenText Business Network & Magellan Cloud Editions (2020) Information Management on the cloud - deploy & run anywhere ● ● Titanium (2022) Run Anywhere | Off-Cloud | Private Cloud | Public Cloud | API An open, integrated information platform Common platform for Open Text software Accessible through Open Text public APIs Today 22% 1. Pro forma TTM revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue Micro Focus" Product Group TTM ($M) 12% 26% Ø 18% 22% 80% of our investments in cloud technologies OpenText has a proven track record transitioning off cloud products to cloud • Application Modernization & Connectivity: $468 • Application Delivery Management: $587 . IT Operations Management: $690 • Cyber Resilience: $597 Information Management & Governance: $325 Apply Titanium methodologies to Micro Focus products Uplift Micro Focus customers to the Cloud Open Text ©2022 All rights reserved 17#18Significant Expansion in GTM Coverage and Partners Leverage Open Text's Channel and Digital Distribution Capabilities Target Organizations Large Enterprise 1,000+ employees Mid-Market Enterprise 500-999 employees SMB/C <499 employees opentext™ Go-to-Market Motions VARS Direct Sales salesforce Global Accounts. Enterprise Accounts Corporate Accounts Strategic Partners SAP G accenture amazon Channel Partners Distributors MSPs Digital RMMs Open Text 3,000+ field facing professionals Strategic partners 1M+ trading partners 22,000+ MSPs Open Text Zone Micro Focus -2,300 sales incremental country coverage 7,500+ Partners GSIS hyperscalers Opportunity Opportunity OpenText ©2022 All rights reserved 18#19Powerful Cash Generation and Future Synergies Open Text A-EBITDA (1) $1.3B A-EBITDA % (1) 36.2% opentext™ FCF (1) $889M FCF % of Total Revenues (1) 25.4% Micro Focus 70% FCF to A-EBITDA A-EBITDA (2) $942M A-EBITDA % (2) 35.3% A-FCF (3) $253M A-FCF % of Total Revenues (4) 9.5% • $100M in expected additional cost synergies over the next 24 months Opportunity to Uplift Micro Focus' A-EBITDA to FCF conversion to Open Text standards 27% A-FCF to A-EBITDA Expected Cost Synergies. -$400M Including Micro Focus'(5) previously announced cost savings program of $300M (net of inflation) 3. Adjusted Free cash flow is based on Free cash flow for the twelve months ended April 30, 2022, excluding Digital Safe as provided by Micro Focus in their earnings press release 4. Pro forma TTM revenue represents Micro Focus' unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue. 5. Based on Micro Focus Strategy Day Presentation as of November 30, 2021 ● 1. Please refer to "Use of Non-GAAP Financial Measures" in the investor presentation for the year-ended June 30, 2022 and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K 2. Pro forma TTM A-EBITDA represents Micro Focus' unaudited proforma A-EBITDA for the twelve months ended April 30, 2022, excluding Digital Safe OpenText ©2022 All rights reserved 19#20The Open Text Business System Micro Focus Will Benefit from the Open Text Business System Our Operating Model Best Teams opentext™ Total Innovation Inclusion Total Growth Ecosystem Building Digitalization & Sustainability Operational Excellence Total Growth Commitment to our Total Growth Strategy, including acquisitions Accelerated Cloud Growth Total Innovation Our objective to be the leader in each of our market domains Rapid innovation cycles of every 90 days ● ● Operational Excellence Best-in-class renewal rates Upper quartile A-EBITDA and expansion Upper quartile FCF and expansion ● ● Best Teams Inclusion Market leading ambitions with The Open Text Zero-In Pledge An operating approach where growth is Inclusive and Sustainable ● A belief that best teams win A culture of teams and collaboration Digitalization & Sustainability A frictionless business through comprehensive automation Enabling green ledgers and bottom lines ● OpenText ©2022 All rights reserved 20#21Integration Execution Framework Revenue & Growth Profitability & Cash Flows Renewals Products Sales Capital Allocation leverage & other opentext™ Open Text Continues Strong Execution 1st 6 months Today Pre-Acquisition Total growth Accelerating cloud growth 80% + ARR Upper quartile A-EBITDA Strong FCF generation 94% off-cloud 94% cloud Titanium innovation roadmap Tracking to full G10K coverage by end of C'23 Engage customers on vision and benefits Maintain upper quartile A- EBITDA for both companies Eliminate duplicative costs Continue Micro Focus savings Apply Open Text renewal best practices Analyze and refine converged Titanium roadmap Analyze and refine converged GTM roadmap Deleveraging and Continuation of Dividend Program 2nd 6 months 3rd 6 months Post-Acquisition Execution Evolution Begin uplift Micro Focus installed base to cloud Improved A-EBITDA to FCF conversion at Micro Focus Deliver improvements in Micro Focus renewals Begin alignment of Micro Focus products with Titanium Begin GTM alignment Deleveraging and Continuation of Dividend Program Continue Micro Focus uplift to cloud Micro Focus on OpenText A-EBITDA model Continued improvement in Micro Focus renewals Continue integrating Micro Focus with Titanium Continue GTM alignment Deleveraging and Continuation of Dividend Program 1. Please refer to "Reconciliation of selected GAAP-based measures to non-GAAP-based measures" included within our current and historical filings on forms 100, 10K and 8-K F'25+ Micro Focus generates organic growth Cloud returns as largest revenue stream Maintain F'25 A-EBITDA aspirations of 37% -39% (1) Micro Focus renewals at Open Text standards Complete integration of Micro Focus with Titanium Complete GTM alignment <3x Leverage Net Debt to A-EBITDA (¹) within 8 quarters OpenText ©2022 All rights reserved 21#22Value Creation Model Capital Efficiency opentext™ Total Revenue Growth Value Total Revenue Growth Profitability 1. Declaration of dividend subject to board discretion Profitability ● ● ● ● ● ● Total revenue growth Sustained organic growth Uplift Micro Focus customers to the cloud Improve Micro Focus renewal business ● Expected cost synergies Upper quartile A-EBITDA and expansion Upper quartile FCF and expansion Significant earnings growth Rapid 8 quarter de leveraging program Capital Efficiency Continuation of Dividend Program (1) Open Text ©2022 All rights reserved 22#23Rapid 8 Quarter Deleveraging Program (1)(2) ✔ ✔ ✔ Uplift Micro Focus products, go-to-market and renewals to Open Text standards Maintain upper quartile A-EBITDA Maintain upper quartile FCF ‒‒‒‒‒‒‒‒‒‒‒‒‒‒ FCF prioritized for deleveraging opentext™ Net Debt to A-EBITDA (3) 3.8x Closing 4 quarters <3x 8 quarters Continuation of Dividend Program (4) 1. Numbers are approximate 2. Assumes closing by first calendar quarter 2023, maintain dividend program, no new acquisitions 3. Please refer to "Reconciliation of selected GAAP-based measures to non-GAAP-based measures" included within our current and historical filings on forms 10Q, 10K and 8-K 4. Declaration of dividend subject to board discretion $18 F'13 10 consecutive years of increased dividends paid Dividends Paid (US$M) $75 $88 $99 $121 $146 $169 $189 $211 $238 F'14 F'15 F'16 F'17 F'18 F'19 F'20 F'21 $1.35B returned to shareholders since F'13 OpenText ©2022 All rights reserved F'22 23#24Our Commitments ✔ ✔ ✔ Return Micro Focus to organic growth. Accelerate Micro Focus cloud growth and improve Micro Focus renewals Leverage proven Open Text Business System to drive accretive integration of Micro Focus Provide investors with enhanced visibility into the high value business areas opentext™ 1. Declaration of dividend subject to board discretion ✔ ✔ ✔ Upper quartile A-EBITDA and expansion Upper quartile Free Cash Flow and expansion Rapid 8-quarter deleveraging program Continuation of dividend program (1) Open Text ©2022 All rights reserved 24#25Additional Information Disclosure requirements of the UK City Code on Takeovers and Mergers Under Rule 8.3(a) of the UK City Code on Takeovers and Mergers (the Code), any person who is interested in 1 percent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 percent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Additional Information U.S. shareholders (and the acquired company's ADS holders) should note that the Proposed Acquisition relates to an offer for the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 of the Exchange Act and is being made by means of a scheme of arrangement provided for under English company law. The Proposed Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Proposed Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, we exercise our right to implement the Proposed Acquisition by way of a takeover offer and determines to extend the takeover offer into the United States, the Proposed Acquisition will be made in compliance with applicable U.S. securities laws and regulations, including Sections 14(d) and 14(e) of the Exchange Act and Regulations 14D and 14E thereunder. Such a takeover offer would be made in the United States by us or our wholly-owned subsidiary and no one else. Use of Non-GAAP measures. This presentation includes certain financial measures that the SEC defines as "non-GAAP measures." Please refer to OpenText's "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures". included within our current and historical filings on Forms 10-Q, 10-K and 8-K for more information on the use of non-GAAP measures. Please refer to the acquired company's Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F for a reconciliation of Adjusted EBITDA under Segmental Reporting. Reconciliation of certain forward-looking non-GAAP measure would not be feasible without unreasonable efforts because of the unpredictability of the items that would be excluded from non-GAAP measures for the combined company. opentext™ OpenText ©2022 All rights reserved 25#26opentext Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com TM

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

1st Quarter 2021 Earnings Presentation image

1st Quarter 2021 Earnings Presentation

Technology

Rackspace Technology Q4 2022 Earnings Presentation image

Rackspace Technology Q4 2022 Earnings Presentation

Technology

CBAK Energy Technology Investor Presentation image

CBAK Energy Technology Investor Presentation

Technology

Jianpu Technology Inc 23Q1 Presentation image

Jianpu Technology Inc 23Q1 Presentation

Technology

High Performance Computing Capabilities image

High Performance Computing Capabilities

Technology

SOLOMON Deep Learning Case Studies image

SOLOMON Deep Learning Case Studies

Technology

1Q20 Earnings image

1Q20 Earnings

Technology

Nutanix Corporate Overview image

Nutanix Corporate Overview

Technology