UK software firm Micro Focus will acquire Serena Software on a cash and debt free basis for $540m in cash, to be settled through the repayment of its net indebtedness (estimated at approximately $252m) and the purchase of Serena Software’s entire share capital for approximately $288m, subject to customary working capital and other adjustments.
To fund the bid, Micro Focus will raise about $216m through a placing underwritten by Numis Securities.
Travers Smith corporate head Spencer Summerfield advised the firm’s longstanding client Micro Focus on the deal with Serena Software, which provides software that can track and make changes to other application systems during the development process.
Summerfield was supported by tax partner Simon Yates, while US advice was provided by Wilmer Cutler Pickering Hale and Dorr. A team led by Summerfield also acted for Micro Focus on its high-profile merger with the Attachmate Group in 2014.
Kirkland & Ellis corporate partner Travis Nelson led a team based in Palo Alto advising Serena Software.
The deal is conditional on competition clearances in the USA and Germany and is expected to take place in May 2016.
Summerfield said: ‘Micro Focus’ acquisition of Serena Software is a significant development, demonstrating the continued success of Micro Focus in executing its buy-and-build strategy. We are very pleased to have assisted Micro Focus on this important transaction, which will help consolidate Micro Focus’ position as a global leader in the software marketplace.’