[opensuse] HP to buy SUSE (aka Micro Focus to merge with HP Enterprise)

Per Jessen

17 Sep 2016 17 Sep '16

13:00

Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus. Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE. SUSE is to become a preferred HPE business partner. The deal is due to conclude by autumn 2017, but is subject to approval by relevant authorities. More here: https://www.suse.com/communities/blog/hpe-bought-suse-no-heres-happen/ -- Per Jessen, Zürich (18.0°C) http://www.dns24.ch/ - your free DNS host, made in Switzerland. -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

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Greg Freemyer

17 Sep 17 Sep

14:13

On Sat, Sep 17, 2016 at 9:00 AM, Per Jessen wrote:

...

Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE. SUSE is to become a preferred HPE business partner.

The deal is due to conclude by autumn 2017, but is subject to approval by relevant authorities.

More here: https://www.suse.com/communities/blog/hpe-bought-suse-no-heres-happen/

That link is worth reading, thanks. Greg -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Roger Price

14:42

On Sat, 17 Sep 2016, Per Jessen wrote:

...

Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares. HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business. And for SUSE? HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE. The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >> Roger

Billie Walsh

15:07

On 09/17/2016 09:42 AM, Roger Price wrote:

...

On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Roger

A conundrum. If HPE will own 50.1% of the new company then they are the majority shareholder. That gives them control of the new company and all it owns. -- Fast is fine, but accuracy is final. You must learn to be slow in a hurry. -Wyatt Earp- _ _... ..._ _ _._ ._ ..... ._.. ... .._ -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Chris Murphy

15:12

On Sat, Sep 17, 2016 at 9:07 AM, Billie Walsh wrote:

...

A conundrum. If HPE will own 50.1% of the new company then they are the majority shareholder. That gives them control of the new company and all it owns.

HPE won't own 50.1%. HPE is shrinking in this merger. Consider it like HPE doing a stock split, every shareholder gets twice as many shares, 1/2 of those shares remain HPE shares at 50% of their current value, and the other 1/2 will become Micro Focus shares at roughly double the current Micro Focus share price. -- Chris Murphy -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Dave Howorth

15:17

On Sat, 17 Sep 2016 10:07:44 -0500 Billie Walsh wrote:

...

On 09/17/2016 09:42 AM, Roger Price wrote:

...
On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Roger

A conundrum. If HPE will own 50.1% of the new company then they are the majority shareholder. That gives them control of the new company and all it owns.

I think you've misread it. It's not HPE that owns anything, it is the current shareholders of HPE who swap their shares for shares in Micro Focus. If they all chose to vote together and all the current shareholders of Micro Focus chose to vote against them then the current shareholders of HPE would prevail, but I think that's extremely unlikely, not least because I expect some people currently own shares in both HPE and Micro Focus. -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Billie Walsh

17:54

On 09/17/2016 10:17 AM, Dave Howorth wrote:

...

On Sat, 17 Sep 2016 10:07:44 -0500 Billie Walsh wrote:

...
On 09/17/2016 09:42 AM, Roger Price wrote:

...
On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE. I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Roger

A conundrum. If HPE will own 50.1% of the new company then they are the majority shareholder. That gives them control of the new company and all it owns. I think you've misread it. It's not HPE that owns anything, it is the current shareholders of HPE who swap their shares for shares in Micro Focus.

If they all chose to vote together and all the current shareholders of Micro Focus chose to vote against them then the current shareholders of HPE would prevail, but I think that's extremely unlikely, not least because I expect some people currently own shares in both HPE and Micro Focus.

The original post said, "HPE will own 50.1% of the new Micro Focus." Doesn't say anything about share holders. To me it reads like HPE will become a part of the new Micro Focus like SUSE is a part and will be the majority shareholder. -- Fast is fine, but accuracy is final. You must learn to be slow in a hurry. -Wyatt Earp- _ _... ..._ _ _._ ._ ..... ._.. ... .._ -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Richard Brown

18:06

On 17 September 2016 at 19:54, Billie Walsh wrote:

...

On 09/17/2016 10:17 AM, Dave Howorth wrote:

...
On Sat, 17 Sep 2016 10:07:44 -0500 Billie Walsh wrote:

...
On 09/17/2016 09:42 AM, Roger Price wrote:

...
On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Roger

A conundrum. If HPE will own 50.1% of the new company then they are the majority shareholder. That gives them control of the new company and all it owns.

I think you've misread it. It's not HPE that owns anything, it is the current shareholders of HPE who swap their shares for shares in Micro Focus.

If they all chose to vote together and all the current shareholders of Micro Focus chose to vote against them then the current shareholders of HPE would prevail, but I think that's extremely unlikely, not least because I expect some people currently own shares in both HPE and Micro Focus.

The original post said, "HPE will own 50.1% of the new Micro Focus."

Doesn't say anything about share holders.

The original post is wrong, Dave is right

...

To me it reads like HPE will become a part of the new Micro Focus like SUSE is a part and will be the majority shareholder.

No, that's not what has been announced at all. It's important to recognise that SUSE has a distinct place in the Micro Focus Group. There is Micro Focus, the business unit that makes & sells products that used to operate under the brands of Micro Focus, Attachmate, NetIQ, and Novell, but now goes to market consistently as 'Micro Focus' and not any of the former brands (eg. Novell Open Enterprise Server is now Micro Focus Open Enterprise Server). For lack of a better word, this is often described as 'Legacy' software, with a 'traditional' Enterprise software business model (sell licenses and sell maintenance contracts) and there is SUSE, the other business unit that makes & sells Open Source stuff under the name SUSE ;) SUSE does not sell licenses (It's Open Source), but it's main business is selling Subscriptions which entitle customers to Maintenance Updates, Services, Support. The different way that SUSE needs to work in order to be the best SUSE it can be is part of the reason it's a separate business unit in the MF Group. There has been no announcement that the enlarged Micro Focus Group would operate as a 3rd business unit after completion of the deal with HPE, and all of the official announcements and (accurate) news reports appear to strongly imply that the software acquired from HPE will operate as part of the Micro Focus unit. This would make sense, given all indiciations seem to be that the HPE Software being acquired would fit that 'traditional' Enterprise model of selling licenses and maintenance. -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Chris Murphy

15:09

On Sat, Sep 17, 2016 at 8:42 AM, Roger Price wrote:

...

On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

This is similar to what HP's been doing as it breaks itself up. It takes some component(s) of itself, spins it off into a separate company then sells it to another company in a merger. So there's a big pile (value is roughly 1/2 the value of Micro Focus) of HPE "stuff" that's being spun off into a separate unnamed company, that Micro Focus is basically buying. -- Chris Murphy -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Per Jessen

16:11

Chris Murphy wrote:

...

On Sat, Sep 17, 2016 at 8:42 AM, Roger Price wrote:

...
On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

This is similar to what HP's been doing as it breaks itself up. It takes some component(s) of itself, spins it off into a separate company then sells it to another company in a merger. So there's a big pile (value is roughly 1/2 the value of Micro Focus) of HPE "stuff" that's being spun off into a separate unnamed company, that Micro Focus is basically buying.

The stuff is software for big data, enterprise security, application distribution, science management and IT-operations management. (from c't). -- Per Jessen, Zürich (15.2°C) http://www.hostsuisse.com/ - virtual servers, made in Switzerland. -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Dave Howorth

15:27

On Sat, 17 Sep 2016 16:42:29 +0200 (CEST) Roger Price wrote:

...

On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

I agree with your interpretation, as opposed to Per's, but I am confused by a statement in HPE's press statement at https://www.hpe.com/us/en/newsroom/news-archive/press-release/2016/09/127602... "An HPE senior executive will serve on the board of directors of the combined company. In addition, HPE will nominate 50% of the independent directors to the combined company's board." Given that HPE does not own any part of the enlarged Micro Focus and indeed has been paid some cash as well, I don't see why they would have the right to appoint directors? Surely that would be up to the shareholders of Micro Focus?

...

The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Roger

-- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Per Jessen

16:08

Dave Howorth wrote:

...

I agree with your interpretation, as opposed to Per's, but I am confused by a statement in HPE's press statement at

I forgot to mention, I was translating/paraphrasing from an article in the current issue of c't. -- Per Jessen, Zürich (15.2°C) http://www.dns24.ch/ - your free DNS host, made in Switzerland. -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Richard Brown

16:10

On 17 September 2016 at 18:08, Per Jessen wrote:

...

Dave Howorth wrote:

...
I agree with your interpretation, as opposed to Per's, but I am confused by a statement in HPE's press statement at

I forgot to mention, I was translating/paraphrasing from an article in the current issue of c't.

That doesn't make it right - the whole reason Micheal wrote his blog was because the media do not seem to be able to write accurate articles on the transaction https://www.suse.com/communities/blog/hpe-bought-suse-no-heres-happen/ Regards, Richard Brown openSUSE Chairman -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Chris Murphy

16:10

On Sat, Sep 17, 2016 at 9:27 AM, Dave Howorth wrote:

...

I agree with your interpretation, as opposed to Per's, but I am confused by a statement in HPE's press statement at

https://www.hpe.com/us/en/newsroom/news-archive/press-release/2016/09/127602...

"An HPE senior executive will serve on the board of directors of the combined company. In addition, HPE will nominate 50% of the independent directors to the combined company's board."

Given that HPE does not own any part of the enlarged Micro Focus and indeed has been paid some cash as well, I don't see why they would have the right to appoint directors? Surely that would be up to the shareholders of Micro Focus?

1/2 the shareholders of Micro Focus will be HPE shareholders *after* the merger. Since those shareholders don't yet own any part of Micro Focus, this detail of the pre-merger transition is design to show shareholders on both sides that it's not just discarding a pile of technology they don't really car that much about at a bargain price. It's highly valued by both parties, and therefore HPE is acting on behalf of their shareholders to populate the new company with 50% HPE leadership, and the shareholders get a 50% stake in the new company. The numbers all add up. What the shareholders do after the merger is up to them, not HPE. -- Chris Murphy -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Richard Brown

16:28

On 17 September 2016 at 17:27, Dave Howorth wrote:

...

On Sat, 17 Sep 2016 16:42:29 +0200 (CEST) Roger Price wrote:

...
On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

I agree with your interpretation, as opposed to Per's, but I am confused by a statement in HPE's press statement at

https://www.hpe.com/us/en/newsroom/news-archive/press-release/2016/09/127602...

"An HPE senior executive will serve on the board of directors of the combined company. In addition, HPE will nominate 50% of the independent directors to the combined company's board."

Given that HPE does not own any part of the enlarged Micro Focus and indeed has been paid some cash as well, I don't see why they would have the right to appoint directors? Surely that would be up to the shareholders of Micro Focus?

HPE will not have the right to appoint directors Micro Focus has a Board of Directors https://www.microfocus.com/about/leadership The Board of Directors includes various "Executive" roles (eg. CEO of Micro Focus, CFO of Micro Focus, CEO of SUSE) and various Independent (as in, not directly associated with Micro Focus outside of their directorship) non-executive Directors At the moment the Micro Focus Board consists of 4 Executive Directors and 5 Non-executive Directors https://www.microfocus.com/about/leadership (Fun fact, before Nils promotion to CEO in December and appointment to the Micro Focus Board, SUSE initially had no presence on the Micro Focus Board after the Micro Focus acquisition, and regardless Micro Focus did a great job of taking care of SUSE and SUSE profited immensely - this point of history is worth keeping in mind if you worry about any change of composition of the Micro Focus Board) As part of this 'Spin Merge', where HPE are effectively taking their software department, removing it from HPE and then having it purchased by Micro Focus, HPE will gain the capability to _nominate_ half of the Non-executive Directors - I do not know how they will be able to nominate 2.5, but still, that's the information available to us all at the moment ;) Nomination however is NOT _appointment_ - The Micro Focus Board has a Nomination Committee that is responsible for reviewing such nominations, their terms of reference are robust, detailed, and publicly available for review: http://investors.microfocus.com/corporate-governance/nomination-committee HPE's nominations for the half of the 5 Non-executive Director positions on the Micro Focus Board will have to go through this process, just like all other nominations for all other roles on the Micro Focus Board. Given the recent history of Micro Focus is one of repeated year on year success, well received business decisions, healthy growth for both SUSE and Micro Focus, I'm pretty confident the folks at the top table of Micro Focus know exactly what they're doing by buying this huge chunk of HPE. It makes obvious sense to me when you look at the similarities of HPE's software business with the main business of Micro Focus, meanwhile it seems to present the kind of complimentary opportunities for SUSE that SUSE benefitted from with the initial Micro Focus purchase and the restructuring from Novell + NetIQ + Attachmate + SUSE to the current structure of Micro Focus + SUSE.

...

...
The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Correct, SUSE would not be owned in any way or controlled by HPE Regards, Richard Brown openSUSE Chairman -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

Richard Brown

17:13

On 17 September 2016 at 18:28, Richard Brown wrote:

...

On 17 September 2016 at 17:27, Dave Howorth wrote:

...
On Sat, 17 Sep 2016 16:42:29 +0200 (CEST) Roger Price wrote:

...
On Sat, 17 Sep 2016, Per Jessen wrote:

...
Apparently, Micro Focus intend to merge with the software half of HP Enterprise. Servers, mass-storage and maintenance will remain with HPE. The new name will shall be Micro Focus.

Through this deal, HPE will make USD2.5bill in cash, but more importantly Micro Focus shares worth 6.3billion which means HPE will own 50.1% of the new Micro Focus. And therefore also SUSE.

I'm confused by your last phrase << And therefore also SUSE >>, the blog says

If you read HPE’s news release you’ll see that after the proposed transaction, HPE shareholders would own 50.1% of the future Micro Focus shares.

HPE, the company, would have no ownership in Micro Focus, would not control Micro Focus and would receive no ongoing revenue or profits from Micro Focus as a result of the merger of Micro Focus and HPE’s software business.

And for SUSE?

HPE would not be acquiring Micro Focus or SUSE with this proposed transaction. SUSE ownership would be unchanged. SUSE would remain a business within the Micro Focus company and Micro Focus will remain independent of HPE. SUSE would not be owned in any way or controlled by HPE.

I agree with your interpretation, as opposed to Per's, but I am confused by a statement in HPE's press statement at

https://www.hpe.com/us/en/newsroom/news-archive/press-release/2016/09/127602...

"An HPE senior executive will serve on the board of directors of the combined company. In addition, HPE will nominate 50% of the independent directors to the combined company's board."

Given that HPE does not own any part of the enlarged Micro Focus and indeed has been paid some cash as well, I don't see why they would have the right to appoint directors? Surely that would be up to the shareholders of Micro Focus?

HPE will not have the right to appoint directors

Micro Focus has a Board of Directors https://www.microfocus.com/about/leadership

The Board of Directors includes various "Executive" roles (eg. CEO of Micro Focus, CFO of Micro Focus, CEO of SUSE) and various Independent (as in, not directly associated with Micro Focus outside of their directorship) non-executive Directors

At the moment the Micro Focus Board consists of 4 Executive Directors and 5 Non-executive Directors https://www.microfocus.com/about/leadership

(Fun fact, before Nils promotion to CEO in December and appointment to the Micro Focus Board, SUSE initially had no presence on the Micro Focus Board after the Micro Focus acquisition, and regardless Micro Focus did a great job of taking care of SUSE and SUSE profited immensely - this point of history is worth keeping in mind if you worry about any change of composition of the Micro Focus Board)

As part of this 'Spin Merge', where HPE are effectively taking their software department, removing it from HPE and then having it purchased by Micro Focus, HPE will gain the capability to _nominate_ half of the Non-executive Directors - I do not know how they will be able to nominate 2.5, but still, that's the information available to us all at the moment ;)

Nomination however is NOT _appointment_ - The Micro Focus Board has a Nomination Committee that is responsible for reviewing such nominations, their terms of reference are robust, detailed, and publicly available for review: http://investors.microfocus.com/corporate-governance/nomination-committee

HPE's nominations for the half of the 5 Non-executive Director positions on the Micro Focus Board will have to go through this process, just like all other nominations for all other roles on the Micro Focus Board.

Given the recent history of Micro Focus is one of repeated year on year success, well received business decisions, healthy growth for both SUSE and Micro Focus, I'm pretty confident the folks at the top table of Micro Focus know exactly what they're doing by buying this huge chunk of HPE. It makes obvious sense to me when you look at the similarities of HPE's software business with the main business of Micro Focus, meanwhile it seems to present the kind of complimentary opportunities for SUSE that SUSE benefitted from with the initial Micro Focus purchase and the restructuring from Novell + NetIQ + Attachmate + SUSE to the current structure of Micro Focus + SUSE.

...
...
The blog specifically says << SUSE would not be owned in any way or controlled by HPE. >>

Correct, SUSE would not be owned in any way or controlled by HPE

And just to add a little more informally, personally and a lot more openSUSE centric I know the fear that a merger or acquisition of our Projects patron can cause. Those fears are not always unfounded. I've been a SUSE user since just before the Novell acquisition and the creation of openSUSE as a Project. Those of you around as long as me or longer remember what those times were like, and I'm the first to admit they were not always the sunniest of times - heck it's a reasonably well known fact that one of the reasons I went to the openSUSE Conference in 2011 was to voice my displeasure with the Project at that time. But that conference and the period surrounding it was a big turning point for the Project. After the Attachmate Group purchased Novell+SUSE, newly appointed SUSE executives went to oSC 11 personally to not only talk, and listen to the community. Since then in both 'hard' ways (decisions made by openSUSE and by SUSE) and 'soft' ways (conversations, tone, way of thinking, and such), the relationship between openSUSE and the independent SUSE has dramatically transformed for the benefit of both. Since then openSUSE has seen a consistent growth in it's independence, autonomy, capability to execute in the direction it wants and such. As a Project we've seen our user base and contributor base increase while we offer a lot more interesting and exciting stuff to the big world world. Simultaneously we have consistently been receiving more support from SUSE and with more direct contributions (as peers) to our Project from SUSE The Micro Focus acquisition did nothing to slow that trend. In fact, I do not remember really any problems with that transition. We hosted an IRC meeting between the community and SUSE's Michael Miller to answer questions about the merger, and then everything worked out fine. Since then we (openSUSE) have only seen SUSE's support of our project grow, with things that were once thought of as impossible (SUSE devs following a "Factory First" policy and SLE sources in OBS as examples) now being key facts-of-life of how we work together these days. My regular meetings with SUSE's managers, at all levels, but especially at the most senior ones, repeatedly remind me just how well they 'get' what we're doing in openSUSE. Not just on a technical level, but a community one. They areopenSUSE users and contributors too. They read these lists, they attend our conferences, they read our bugs, they run our stuff on their machines, and they repeatedly offer the Project any help they could offer us. So of course they're not just interested in what we're doing from their perspective as SUSE's business leaders, where our stuff helps SUSE build their stuff, but if we are having a hard time, it is their own desktops, laptops, and servers that are going to start misbehaving ;) There has been absolutely nothing I've seen, heard, or read regarding the HPE merger that gives me any concern for openSUSE at the moment. On the contrary, I'm confident that the 'worst case' is everything will continue much as they are right now (which is pretty good in my-not-so-humble-opinion) and more likely I think it's likely openSUSE will reap at least it's fair share of benefits out of whatever comes from the enlargement of Micro Focus. -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

jdd

18:33

Le 17/09/2016 à 19:13, Richard Brown a écrit :

...

On the contrary, I'm confident that the 'worst case' is everything will continue much as they are right now (which is pretty good in my-not-so-humble-opinion) and more likely I think it's likely openSUSE will reap at least it's fair share of benefits out of whatever comes from the enlargement of Micro Focus.

SUSE seems to have a fairly pleasant growth curve, and the openSUSE <->SUSE link seems to be always better. looks like a very effective synergy. cross my fingers this will continue in the future :-), whatever will be the owner... jdd -- To unsubscribe, e-mail: opensuse+unsubscribe@opensuse.org To contact the owner, e-mail: opensuse+owner@opensuse.org

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