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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 23, 1998
Micro Focus Group Public Limited Company
(Translation of Registrant's Name Into English)
The Lawn, Old Bath Road, Newbury, England RG14 1QN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F _____
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(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes X No _____
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b): 82-795.)
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September 23, 1998
FOR IMMEDIATE RELEASE
Not for release, publication or distribution in or into Canada or Japan
MICRO FOCUS AND INTERSOLV SHAREHOLDERS APPROVE MERGER
Planned transaction to create major software company
focused on meeting the application development
challenges of major enterprises
NEWBURY, England, MOUNTAIN VIEW, Calif., and ROCKVILLE, Md. --
September 23, 1998 -- Micro Focus Group Plc ("Micro Focus") (London Stock
Exchange: MICF; NASDAQ: MIFGY) and INTERSOLV, Inc. ("INTERSOLV") (NASDAQ: ISLI)
today announced that the planned acquisition of INTERSOLV by Micro Focus has
been approved by the shareholders of each company at meetings held earlier in
the day. The planned acquisition is expected to close tomorrow, September 24,
1998, and is to occur through a stock-for-stock exchange in which INTERSOLV
shareholders will receive 0.55 of a Micro Focus American Depositary Share for
each common share of INTERSOLV.
Trading of the Micro Focus shares issued in connection with the transaction is
expected to commence tomorrow, September 24, 1998, on the Nasdaq National Market
at 9:00 a.m. (Eastern Daylight Time) and the London Stock Exchange at 2:00 p.m.
(British Summer Time). INTERSOLV shares will continue to trade on the Nasdaq
National Market through the close of trading today. Upon the closing of the
transaction, INTERSOLV shares will cease trading.
Commenting on the combined company, Micro Focus President and CEO Martin Waters
said, "Our union with INTERSOLV will make us a global leader in enterprise
software solutions. This, in turn, helps us to become a strategic partner to our
customers, many of which are among the world's largest enterprises. We believe
that the strength of the combined company will enable us to deliver a
competitive advantage to our customers."
About Micro Focus and INTERSOLV
Micro Focus (London Stock Exchange: MICF; NASDAQ: MIFGY) is a leading software
solutions vendor that enables corporations to accelerate the development and
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delivery of applications designed to run in today's distributed enterprise
computing environments. The company's solutions allow its customers to leverage
their existing IT investments in applications and people; to access information
quickly and easily; to build applications that integrate existing information
assets across the enterprise; and to manage the development and deployment
process to ensure quality applications.
Founded in 1976, Micro Focus is known as a leading provider of enterprise
application development and maintenance solutions for MVS, UNIX, Windows NT and
Web environments. With the acquisition of INTERSOLV, a global market leader in
software configuration management and open data connectivity products and
services, Micro Focus solutions will enable its customers to respond quickly to
business and technological change.
The combined company's products will include the PVCS line of application life
cycle management products, the DataDirect line of standards-based data access
and connectivity products, and the Micro Focus line of applications development
and transformation solutions.
In the U.S., Micro Focus is located at 701 E. Middlefield Road, Mountain View,
Calif. 94043; telephone 650-938-3700. In the U.K,, the Company is located at The
Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN; telephone 01635 32646.
For additional information on Micro Focus and its products, visit the Micro
Focus Web site at http://www.microfocus.com.
The following statement is made in accordance with the U.S. Private Securities
Litigation Act of 1995: This press release contains forward-looking statements
concerning future matters, including the features and functions of, and markets
for, products and services offered by Micro Focus, Micro Focus' business plans
and strategies, and the management and integration of recently acquired
businesses. Actual results might differ materially from the results discussed in
the forward-looking statements. These forward-looking statements are subject to
risks and uncertainties, including the risk factors discussed in the
Registration Statement on Form F-4 relating to the INTERSOLV acquisition, Micro
Focus' Annual Report on Form 20-F for the year ended January 31, 1998 and
Quarterly Reports on Form 6-K for the quarters ended April 30, 1998, and July
31, 1998, and INTERSOLV's Annual Report on Form 10-K for the year ended April
30, 1998 and Quarterly Report on Form 10-Q for the quarter ended July 31, 1998,
each as filed or submitted (as the case may be) with the U.S. Securities and
Exchange Commission, as they may be updated and amended with future filings.
Micro Focus is a registered trademark of Micro Focus Limited, and INTERSOLV is a
registered trademark of INTERSOLV, Inc. All other companies and products as they
appear in this release are trademarks of their respective owners.
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For further information:
MICRO FOCUS
Martin Waters President and Chief Executive Officer (650) 404-7090
UK: 01635 32646
Rick Van Hoesen Senior Vice President, Chief Financial US: (650) 404-7019
Officer UK: 01635 32646
Buff Jones Senior Vice President, Business (650) 404-7016
Development
DONALDSON, LUFKIN &
JENRETTE
Safra Catz Managing Director (650) 234 2804
Alison Carnwath Managing Director (212) 892 7699
W. John Craven Senior Vice President 0171 655 7561
WARBURG DILLON READ
John Woolland Executive Director 0171 568 2336
HAMBRECHT & QUIST
David Golden Managing Director (415) 439 3305
Press enquiries:
U.K.
FINANCIAL DYNAMICS
Giles Sanderson 0171 831 3113
Edward Bridges 0171 831 3113
U.S. - Financial
ABERNATHY MACGREGOR
Ann Hance Managing Director (212) 371-5999
Jason Thompson Vice President (212) 371-5999
U.S. - Industry
THE HOFFMAN AGENCY
Lou Hoffman President (408) 975-3010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Micro Focus Group Public Limited Company
(Registrant)
Date: September 23, 1998 By: /s/ Richard Van Hoesen
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Richard Van Hoesen
Senior Vice President, Chief Financial
Officer and Secretary
