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Micro Focus (Seattle SpinCo, MFGP) stock issues for former and current employees 

(Updated Feb 9, 2023.)  Website operated by volunteers. Not officially endorsed or supported. Comments: info@hpalumni.org

Shareholder class action settlement. If you received Micro Focus shares between Sep 1, 2017 and Aug 28, 2019 -- as part of the HPE Software spinoff, or otherwise -- you have a potential claim no matter when you disposed of the MFGP shares -- even if you held them until they were purchased by OpenText earlier in 2023. Very rough estimate of average payout: $0.39 per MFGP ADS -- i.e. $5.30 for every 100 HPE shares owned on Sep 1, 2017. Details, claim deadline, how to claim: Micro Focus Suit

Micro Focus bought for cash by OpenText.

UK-based Micro Focus (NYSE American Depositary Shares: MFGP) purchased for cash by Canada-based OpenText (NASDAQ: OTEX.)

Cash payment 532 UK pence (approx $6.30) per share -- a 90% premium over the Micro Focus share price before announcement. (US dollar amount TBD)

Details of payout: https://otp.tools.investis.com/clients/uk/micro_focus1/rns/regulatory-story.aspx?cid=108&newsid=1665079

OpenText will "...reduce the workforce by approximately 8%... Micro Focus embarked on an acquisition spree... including Borland, Attachmate Group, and HPEs Software biz... ...revenue for the 12 months ended 31 October was down 7 percent... Good luck to all involved."  OpenText completes Micro Focus buy

OpenText is funding the deal with $4.6 billion in new debt, $1.3 billion in cash, and $0.6 billion in revolving credit.

"Shares in Micro Focus jump 90% on news of 5bn Canadian takeover deal"

"Resting place of Novell -- and one-time home to SUSE -- finds new life in the Great White North"

See this page if you ever worked for Micro Focus

On Sep 9, 2017, HPE Software was spun out and merged with the UK company Micro Focus.

Micro Focus is a U.K. company, listed on the London Stock Exchange as "MCRO." (Details: Investopedia Definition of ADS and ADR)

Official Micro Focus Investor Relations page

For US investors: American Depository Share info https://www.microfocus.com/en-us/investors/adr-information

Non-US investors: https://www.microfocus.com/en-us/investors/listing-information

To check for lost US ADSs: New York

Time to untangle your stock! Depending on when and how you acquired HP or HPE stock, you may now have stock in up to five (formerly seven) completely separate HP-related companies -- usually in multiple accounts -- and may have missed cash payouts. How many shares of which companies should I have? How much cash should I have received? hpalumni.org/stock

If you don't have good records -- or did not input your lot-and-cost information into your broker's system -- you can use our spreadsheet to estimate your cost basis for each HP-related stock for any span of HP employment from 7/1/1959 through the 11/1/2000 plan changeover. hpalumni.org/StockSpread

Recent major stock events...

2020 Taxes: There was no Micro Focus dividend paid in 2020: "Due to the impact of the COVID-19 pandemic, the proposal to pay a dividend in respect of the year ended 31 October 2019 was withdrawn in advance of the AGM held in 2020 and no interim dividend was paid in respect of the year ended 31 October 2020." Sources: Dividend page on Micro Focus's investor site (in UK.) MFGP ADR prices and dividends are on the official Deutsche Bank ADR site: MFGP ADR stock info (in $US, including DB's fees.) Fidelity reported this correctly. Some stock information services did not.

The $4.30/share "Return of Value" payment to US ADR holders was made on May 20, 2019 (details below.)

March and April, 2019: Under pressure from a hedge-fund investor, Micro Focus sold the profitable 1,400-employee SUSE Linux business (formerly part of Novell) for $2.5 billion in cash. Sale Completed  "Micro Focus Sells Profitable Bits"

As a part of the SUSE sale, Micro Focus implemented a "return of value" transaction to benefit all shareholders -- including the hedge fund that pressured Micro Focus to sell SUSE. For each share of the stock owned on April 30, 2019, shareholders received 0.8296 share of MFGP plus $4.30 cash. ($4.35 minus a $0.05 Deutsche Bank fee.)  Details  More Details 

"Effective April 30, 2019, ADR shareholders will be required on a mandatory basis to surrender their ADRs to DBTCA [Deutsche Bank Trust Company Americas] for cancellation and exchange for 0.8296 new American Depositary Shares (ADS) (CUSIP: 594837403) for every 1 old ADS (CUSIP: 594837304). Cancellation fees will not be assessed. Fractional ADSs will not be allocated, in lieu, aggregated fractions will be sold and the net proceeds will be distributed to the entitled ADR shareholders... ADR Payable Date: May 20, 2019."  --from the US ADR Corporate Action Notice  Notices about this transaction do not appear to have been mailed to US shareholders.

Due to the cash payment, this transaction is taxable. Members report that brokerages, plan administrators, and transfer agents vary (sometimes dramatically) in how (or if) they make gain/loss and cost basis calculations and in what (if anything) they report to the IRS. Members have reported variations between Fidelity, Morgan Stanley, Merrill Lynch, Schwab, TDAmeritrade, and Vanguard

Previous events...

Sept, 2017: Spinoff and merger of HPE Software with Micro Focus.    HPE Micro Focus Spinoff    HPE Micro Focus Spinoff - Details

See also:  MFGP stock price history

If formerly a regular, direct U.S. employee of HP or HPE -- or are in the process of leaving -- join the HP Alumni Association. No charge, thanks to HPAA's Supporting Members.

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