Travers Smith and Kirkland & Ellis last month teamed up to advise UK tech firm Micro Focus on its $8.8bn acquisition of Hewlett Packard Enterprise (HPE)’s software business.
In a deal primarily structured under Delaware law, Travers head of corporate Spencer Summerfield advised Micro Focus alongside corporate partner Jon Reddington on English law. Kirkland fielded a team led by New York corporate partners William Sorabella, David Feirstein and John Kupiec.
HPE, which includes the assets of Autonomy, the UK software group that HP purchased in a troubled deal in 2011, will spin off and merge its non-core software assets with Micro Focus. The company will pay $2.5bn in cash to HPE, while HPE shareholders will own 50.1% of the combined company that will operate under the name Micro Focus.
The Newbury-based company is now one of the UK’s largest technology companies with annual revenues of over £3bn and an expected market capitalisation of over £10bn.
Freshfields Bruckhaus Deringer global M&A co-head Ben Spiers and London corporate partner Stephen Hewes acted alongside Wall Street leader Wachtell, Lipton, Rosen & Katz for HPE. It has been a busy summer for the pair, with Spiers and Hewes also advising Japan’s SoftBank on its £24.3bn takeover of what was previously the UK’s largest tech company, ARM Holdings. Micro Focus has taken ARM’s place in the FTSE 100 as a consequence of this deal.
Summerfield said: ‘It is the biggest tech deal by a UK company ever and was an opportunity for Micro Focus, who the day before we announced got into the FTSE 100, to bulk up. It was complicated in as much as the software division was intricately interwoven within the existing HP business. Working out the principles for separation are always the interesting parts of the transaction. And personality wise, with Kirkland and Freshfields, it was a great deal.’
Ashurst advised JP Morgan Cazenove, the lead financial adviser and sole sponsor to Micro Focus, fielding a team under corporate partner Dominic Ross.