Thank you for standing by. This is the conference operator. Welcome to the OpenText Corporation conference call. As a reminder, all participants are in listen-only mode, and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. To join the question queue, simply press star, then one on your touchtone phone. Should you need assistance during the conference call, you may signal an operator by pressing star, then zero. I would now like to turn the conference over to Harry Blount, Senior Vice President, Investor Relations. Please go ahead.
Thank you, operator. Hello, everyone. Welcome to today's call to discuss OpenText divestiture of the application, Modernization, and Connectivity business to Rocket Software. With me on today's call are OpenText Chief Executive Officer and Chief Technology Officer, Mark J. Barrenechea, and our Executive Vice President and Chief Financial Officer, Madhu Ranganathan. Mark will kick us off with some prepared remarks, which will be followed by a question and answer session. Today's call will last up to forty-five minutes and is being recorded with a replay available shortly thereafter. I'd like to take a moment and direct investors to the investor relations section of our website, investors.opentext.com, where we posted an investor presentation with more details on today's announcement. I will now proceed with the reading of our safe harbor statement.
Please note that during the course of this conference call, we may make statements related to the proposed investment and the future performance of OpenText that contain forward-looking information. While these forward-looking statements represent our current expectations and projections, actual results could differ materially from a conclusion, forecast, or projection in the forward-looking statements made today. Certain material factors and assumptions were applied in drawing any such statement. Additional information about the material factors that could cause actual results to differ materially from a conclusion, forecast, or projection in the forward-looking information, as well as risk factors that may impact future performance results of OpenText, are contained in OpenText's recent Forms 10-K and 10-Q, as well as our press release that was distributed earlier, which may be found on our website. We undertake no obligation to update these forward-looking statements unless required to do so by law.
In addition, our conference call may include discussions of certain non-GAAP financial measures. Reconciliations of any of our non-GAAP financial measures to their most directly comparable GAAP measures may be found within our public filings and other materials, which are available on our website. With that, I'll hand the call over to Mark.
Thank you, Harry, and thank you everyone for joining us today. My remarks will be brief, then we'll open the call so Madhu and I can take your questions. We are very much looking forward to it. OpenText is focused on the singular, powerful concept of information management in the cloud with AI at scale. We manifestly expanded our mission with the Micro Focus acquisition and offer the most comprehensive information management platform in the market today: content and experience, business network, service management, security, DevOps, digital operations, and our new Aviator AI platform and Aviator AI business clouds. The growth prospects for information management have never been better.
Customers are modernizing their information management platforms at an accelerated rate to enable modern work for Gen Z and digital fabrics, supply chains that are both global and regional, regional and sustainable, operations that are digital, hybrid, and green, stellar experiences for both customers and employees, productive, fast-paced, and high-quality developers, secure, compliant, and trusted data, while preparing to unlock the next generation of opportunity with AI. At the core of these modernizations are information, processing, algorithms, and learning. It is clear that information management is a prerequisite for AI, and that great AI requires great information management. Today, we announce the intent to divest our mainframe business, our AMC business, to Rocket Software, a Bain Capital portfolio company. We are confident that our AMC customers, employees, and partners will thrive in their ecosystem, given Rocket's focus, track record, and expertise in modernization and mainframe technologies.
Further, expect continued AMC leadership from us, as we have important innovations to deliver to our AMC customers, such as architectural group blueprints for hyperscalers, Epic support, open telemetry enablement, GCP AlloyDB support, AWS PostgreSQL database support, as well as a whole new set of Arm chip support on our roadmap. This divestiture will better position us to move with more speed in higher growth areas, such as cloud and AI, in each of our business pillars as we continue to capitalize on the information management opportunities. Let me walk you through the key aspects of today's announcement. It's an all-cash purchase of $2.275 billion. Net of taxes and the transaction costs, we expect approximately $2 billion of net proceeds.
We're divesting approximately $500 million of revenue, $275 million of adjusted EBITDA dollars, and approximately 750 employees. The mainframe business, the AMC business, is 100% off cloud, and the revenues are relatively constant. We expect to close the transaction in our fourth quarter, ending June thirtieth, 2024, subject to regulatory approvals and customary closing conditions. Within 90 days of closing, we expect to use 100% of the net proceeds to reduce our debt and bring our net leverage to normalized levels firmly under 3X and return to capital flexibility. Further, we expect to return to allocating 30% of our trailing twelve-month free cash flow to dividends and potential buybacks. We do not expect any material impact to our F '24 targets, given the long-term nature of the business and the expected timing of the close.
To recall, our F 2024 targets remain $5.85 billion-$5.9 billion in revenues, 36%-38% adjusted EBITDA, $800 million-$900 million of free cash flows, including 15%+ enterprise cloud bookings growth, total revenue organic growth, and returning Micro Focus to organic growth. Today, we are presenting a preliminary look into our F 2026 aspirations, simply reflecting our aspirations without the AMC business and the return to financial flexibility. Please see slide eight in our investor presentation.
Those F '26 aspirations and constant currency include enterprise cloud bookings growth of 15% plus, cloud organic revenue growth of 7%-9%, ARR organic growth of 2%-4%, and as ARR nears 80%, total organic revenue growth of 2%-4%, and total revenues between $5.7 billion-$5.9 billion. Adjusted EBITDA margin between 36%-38%, and free cash flows between $1.2 billion-$1.3 billion. Capital allocation of 30% of trailing twelve months free cash flows for dividends and potential buybacks, and our non-GAAP effective tax rate in the mid-twenties. We believe the divestiture represents compelling value for our shareholders, given the financial profile of the transaction, the significant debt reduction, and the return to capital flexibility, including potential future buybacks.
Beyond the numbers, this divestiture will better position us to move with more speed in higher growth areas, such as cloud capabilities and AI, as we continue to capitalize on the information management opportunities and strengths of our new total growth model, led by product innovation and expanded go-to-market. We're excited about our core markets of content and experience, business network, service management, security, DevOps, and digital operations, and our Aviator AI platform technologies, including Aviator Search, Aviator IoT, Aviator Trust Services, and our new Aviator Business Cloud. The divestiture reinforces and sharpens our focus, sharpens our capital allocation, and over time, will allow for more resources to be allocated to drive more growth. Let me recap Micro Focus after only two full quarters of results. We're on track to both grow Micro Focus organically and bring Micro Focus onto the OpenText operating model this fiscal year.
The cloud and AI opportunity is significant. We more than doubled our addressable market to near $200 billion. From fiscal 2022, that is pre-Micro Focus, to fiscal 2026, without AMC, we expect to have increased revenue by greater than $2.2 billion, increased adjusted EBITDA by greater than $800 million, and increased free cash flow by greater than $300 million, and we're just getting started in information management.
In summary, we remain focused on building the information management platform of the future and delivering shareholder value through our six fundamentals: expanding our competitive advantage in information management, expanding our customer consumption, unlocking new value in cloud, SaaS, and AI, expanding our go-to-market in the G10K through our partner network in mid-market, realizing higher profits and higher cash flows from higher revenues, and returning value to shareholders via our capital allocation method. May the one that brings peace, bring peace for all. With that, Madhu and I would like to open the line for your questions. Operator, if you could please open the line, we'd be delighted to take any questions today.
Certainly. We'll now begin the question-and-answer session. Anyone who wishes to ask a question may press star, then one on their touchtone telephone to join the question queue. You'll hear a tone acknowledging your request. If you're using a speakerphone, please ensure you lift the handset before pressing any keys. If you wish to remove yourself from the queue, press star, then two. Our first question is from Stephanie Price with CIBC. Please go ahead.
Hi, good afternoon.
Hi, Stephanie.
Hi. Could you dig a little bit more into why you're divesting the AMC business here? I mean, was it tougher to move to organic growth than expected? Were there surprises post the deal? Like, how should we think about that AMC business?
No, this is about focus and opportunity, Stephanie. We did not initiate a process. We had an inbound inquiry. We pursued that process, and today is the successful outcome of that process. This is going to allow us to focus, focus not on the mainframe, focus singularly on the significant opportunity in information management. It is going to help us unlock the opportunity in our cloud and AI business, and return to capital flexibility. We think that is a fantastic set of, you know, benefits coming out of the conclusion of this process.
Great, thank you. And then maybe just on the margins, it looks like the fiscal 2026 aspirations, you know, margins are down a little bit here. Maybe you could talk about the trade-off between organic growth and profitability, and how you think about the longer-term profitability of the business, given the opportunities that you have here.
Yeah, I mean, a couple of things, and then, Madhu, feel free to, feel free to, jump in. We think, we think the focus on unlocking the potential of information management far outweighs anything. And our continued transition to cloud, unlocking the SaaS and API opportunity, unlocking the AI opportunity, looking at our new total growth model, that this is going to focus the company while returning us to immediate capital flexibility. On our F 2026 aspirations on slide eight, which exclude AMC, we're simply just taking out the revenues and taking out the EBITDA dollars. This is just the math of taking it out. As we've talked about in our future models, we do not have AI built into, into our operations at this point.
We have other strategies to, you know, continue to optimize on our margin lines. You will hear more from us on our forward model once we complete the year, but we still have a lot of opportunity to, you know, automate and improve the productivity of the business as we've talked about.
Great. Thank you very much.
Yeah, Mark, and Stephanie, I was just gonna add that all AMC business is off cloud revenue, so as you can see, our ARR will have an opportunity to trend more into the 78%-80% of total revenue.
Great. Thanks, Madhu.
Thank you.
Thanks, Stephanie.
The next question is from Paul Treiber with RBC Capital Markets. Please go ahead.
Oh, thanks very much, and good afternoon. Just, can you speak to capital allocation priorities following the divestiture? You know, noted the increase in free cash flow to be deployed on acquisitions and buybacks. How do we think about priorities for the remainder of the free cash flow that you generate? Would you continue to prioritize deleveraging, or would you expect to pick up acquisitions?
Yep. Paul, thanks, thanks for the question. Yeah, upon divestiture, we intend to use a hundred percent of the proceeds to pay down our debt and to return to our kind of normalized levels under 3x leverage. Conjunctive with that, we're gonna return to our capital allocation approach of returning 30% of our trailing twelve-month free cash flows, made up as, you know, of our dividends and potential buybacks. We like our total growth strategy that we've announced, and we're gonna stay on our total growth strategy, given the opportunity of cloud and AI and SaaS, trust services and other things. This is gonna help the company focus on those information management opportunities.
For excess cash beyond this, I'd look to, you know, continue to look at our dividend. As we've said, if we feel that there's an opportunity to acquire, we're first gonna look at our own company and our own stock.
Thanks. And then secondly, for me, can you speak to the operational integration of AMC into your business, and then how much work would be involved with divesting AMC?
Sure.
Do you anticipate a period where you provide shared services to the buyer, or do you anticipate it'll be a clean break once you divest it?
Yeah, for sure. Great, great question, and thank you for that. The AMC business is sort of the original start of Micro Focus, and, you know, it's always operated as a relatively standalone business unit, if you will, or business pillar. You know, through its history, you know, post the HP merger, it still remained as its business. And even post our acquisition, you know, the mainframe has always been kind of in its own ecosystem. It's highly, it kind of runs in its own ecosystem, if you will, Paul. In any divestiture, you have transition services.
We provided a whole set of transition services with Rocket, and we'll work together on that divestiture. Now, look, we're an experienced buyer, you know, so when we acquired Dell, we had a set of transition services. When we acquired our two HP assets, we had transition services. We know how to do this well and have that all memorialized into our agreement and working relationship with Rocket, and expect to work through those transition services in the first few quarters after the close.
Great. Thanks for taking the questions.
Thank you.
The next question is from Thanos Moschopoulos with BMO Capital Markets. Please go ahead.
Hi, good afternoon. Mark, looking at the...
Welcome, Dennis.
Hi. Looking at the trailing EBITDA of the business, I think a takeaway here is that it was a well-oiled machine with, you know, very strong EBITDA margins. Does that imply that the work you've been focusing on the integration side to bring Micro Focus up to your target margins, presumably that's been a lot more concentrated on the other parts of Micro Focus. Is that the correct implication, or is there some accounting dynamic we should think of?
No, we've been focused across our portfolio. You know, when we closed Micro Focus, we had, you know, again, we had no intent to divest the business. We had it inbound, and so we're optimizing our entire portfolio, and we'll continue to do so. You know, I look at our profile in F 2026, and, you know, we still have opportunity to improve. We have significant opportunity to improve. We've discussed, you know, trading more growth for more EBITDA, and, you know, our profile here is without AI and other optimizations to our business. Dennis, we've been optimizing across our entire portfolio. This is the successful conclusion of the inbound inquiry and process.
We're delighted to partner with Rocket and Bain to make this happen. We're gonna continue to optimize, get more efficient, automate more, complete the systems integration, and we should expect stronger margins in the future.
All right. And just to clarify on the revenue mix of the AMC business, somebody mentioned that, you know, there was no cloud. Fair to say then that, you know, it was, it was very heavily focused on maintenance, maybe with a bit of license and PS or anything to call out there?
Yeah, it's a hundred percent off cloud revenues.
All right, that's the one. Thanks.
All right, thank you. Thanks, Dennis.
Once again, if you have a question, please press Star then One. The next question is from Daniel Chan with TD Cowen. Please go ahead.
Hi, thanks for taking my questions. I think AMC was one of Micro Focus's better performing segments at the time of the acquisition. If you looked at the other segments, is the expectation to grow organically without AMC as well?
Oh, we're returning Micro Focus to organic growth without AMC, unequivocally, Dan. I would challenge the statement, it was one of the better performing. We have significant opportunity in service management, as we've talked about, our ITOM product line for modernizing infrastructure. We've created a security business that rivals the scale and reputation of RSA. The developer tools and DevOp tools are so relevant today as every company is a software company. We really like the definition of information management that we've created post the, you know, with this divestiture.
Yeah, I appreciate the call, Mark. I think at the time, when Micro Focus was standalone, I think it was one of the more stable businesses that they had.
Okay.
I think EMC was also, was also provided, was, was also a way for customers to migrate from mainframe, and one of the opportunities was eventually to migrate to the cloud. With your service agreements here, like, are there any agreements in place to funnel some of these customers that want to migrate from mainframe to the cloud onto OpenText clouds?
Oh, our opportunity that if workloads are migrating that are content management-oriented, we're still gonna provide our content management. If the workloads are related to supply chain, we'll still have our opportunity in supply chain. Look, we're gonna be delighted to work with Rocket Software, not just on the divestiture of the business, but also potential market opportunities, because the cus- it's not the workloads that do move, some of those workloads are directly in supply chain or directly in information management opportunities, and we'll continue to be there to compete for that business. Then they'll overlap with Rocket and Atheria.
Okay. But there's nothing contractual there to say that Rocket's customers will, will move to OpenText Cloud?
Nope.
Okay.
Nope. Nope.
Okay, and then, one last one, if I may. Are you, like, just given that you're looking at divesting the AMC business, are you looking or considering any of the other assets? Like, how are you thinking about those other pieces of Micro Focus? Thank you.
Yeah. Thank you, Dan. No, we're not looking at any other acquisitions. We unequivocally like the definition of information management as I walk through, content experience, business network, service management, security, DevOps, digital operations, conjunctive with all, with Aviator and our new AI platform. No, we're not looking to divest any other, any other products.
Great. Thanks, Mark.
Yeah. Thank you.
Once again, if anyone wishes to join the question queue, please press Star then One. Being none, I will hand the call back over to Mr. Barrenechea for closing remarks.
All right. Thank you very, very much. Harry, Madhu and I are delighted to host the call today, and we look forward to continuing the conversation. We're excited about the divestiture, we're delighted with the partnership with Rocket, and returning capital flexibility. Thank you for the time today. That ends the call.
This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.