Hewlett Packard Enterprise Company announced that its board of directors has set the close of business on 21 August as the record date for the proposed spin-off of Seattle SpinCo which will hold HPE’s software business (Seattle). The spin-off and the merger are currently expected to occur on 1 September.
Subject to the satisfaction of the remaining conditions to the spin-off, on the distribution date for the spin-off, HPE said it will distribute to HPE stockholders one share of Class A common stock of Seattle 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 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 percent 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.