Item 1: To approve the disposal of the SUSE business segment
Shareholder approval is sought for the disposal of SUSE Business to Marcel BidCo GmbH, a subsidiary of EQT Partners, for a total cash consideration of $2.535bn. The disposal will have a significant impact in the Company balance sheet as SUSE Busines represents an important part of the Company assets.
SUSE Business is a German-based, multinational, open-source software that develops and sells Linux products to business customers. Founded in 1992, it was the first company to market Linux for the enterprise. It operates in 40 countries and has 1,325 dedicated employees. The Company acquired SUSE in 2014. For the 12 months ended 30 April 2018, the SUSE Business generated 8.5% and 7.7% of the Group's revenue and Adjusted EBITDA respectively.
SUSE Business will be sold for a total cash consideration of $2.535bn. The enterprise value for the SUSE Business of US$2.535 billion represents an effective multiple of 7.3x revenue and 22.9x Adjusted EBITDA of the SUSE Business for the 12 months ended 30 April 2018.
The Board states that the merger will allow the Company to focus on its long term core
Micro Focus International is a global enterprise software provider. Co.'s solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements, including the protection of corporate information at all times. Co. has two operating segments: Micro Focus Product Portfolio and SUSE Product Portfolio. The Micro Focus Product Portfolio segment is managed with a single product group that makes and maintains the software. SUSE provides and supports enterprise-grade Linux and Open Source Software Defined Infrastructure and Application Delivery solutions.
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Merger with Hewlett Packard Enterprise, Profit Warning and Sale of SUSE Business On September 2016, the Company entered into a definitive agreement with Hewlett Packard Enterprise (HPE) on the terms of a transaction which provided for the combination of HPEns software business segment with the Company by way of a merger. The transaction was valued at $8.8bn. On March 2018, the Company issued a profit warning arguing that its revenues declined more than expected due to problems stemming from its acquisition of Hewlett Packard. On 22 March 2018, Hsu resigned from his position of CEO min order to...
Proxinvest Corporate Governance Rating ® helps investors integrate governance into their investment decision and identify governance risks and opportunities within their portfolio. Proxinvest Corporate Governance Rating ® Service rates European issuers through the analysis of four main themes : Ownership & Shareholder rights, Board & Committees, Audit & Process, Remuneration. Each theme is rated taking into account several comprehensive sub-categories. Our unique two-step process to achieve each rating includes a first step quantitative valuation and a second step qualitative filter...
Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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