HPE Announces Details for Expected Completion of Spin-Off and Merger of its Software Business

Hewlett Packard Enterprise Company (NYSE:HPE) (“HPE”) today announced that its Board of Directors has set the close of business on August 21, 2017 as the record date for the proposed spin-off of Seattle SpinCo, Inc., which will hold HPE’s software business (“Seattle”).

Subject to the satisfaction of the remaining conditions to the spin-off, on the distribution date for the spin-off, HPE will distribute to HPE stockholders one share of Class A common stock of Seattle (the “Seattle common stock”) for each share of HPE common stock held as of the close of business on the record date.  As previously announced, immediately following the spin-off, a wholly owned subsidiary of Micro Focus International plc (“Micro Focus”) will merge with and into Seattle, and Seattle will continue as the surviving company and a wholly owned subsidiary of Micro Focus.

In the merger, each share of Seattle common stock outstanding immediately prior to the merger will be automatically converted into the right to receive a number of American Depositary Shares of Micro Focus (each representing one ordinary share of Micro Focus) such that immediately following the merger, these newly issued American Depositary Shares will, in the aggregate, represent 50.1% of the Micro Focus ordinary shares on a fully diluted basis.  The balance of the then-outstanding Micro Focus ordinary shares will be held by pre-merger shareholders of Micro Focus.

The spin-off and the merger are currently expected to occur on September 1, 2017.

Two-Way Trading to Begin for HPE Common Stock on the NYSE
HPE has been advised by the New York Stock Exchange (the “NYSE”) that beginning prior to the spin-off and continuing through the business day immediately preceding the closing date of the merger, there will be two markets in HPE common stock on the NYSE: a “regular way” market and an “ex-distribution” market.  During this period of two-way trading in HPE common stock, an HPE stockholder may also sell the Micro Focus American Depositary Shares that will be issued in respect of the shares of Seattle common stock that are distributed in the spin-off.  These trading options are outlined in further detail below.
more at:  https://news.hpe.com/hpe-announces-details-for-expected-completion-of-spin-off-and-merger-of-its-software-business/

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