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Beskrivning
Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Tjänster |
Industri | IT-konsult & onlinetjänster |
2025-04-11 16:15:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement published on 14 March 2025
regarding launch of a recommended voluntary share and cash offer for all issued
and outstanding shares in Crayon Group Holding ASA ("Crayon") by SoftwareOne
Holding AG ("SoftwareOne" or the "Offeror") at a price of NOK 69 in cash and
0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share (the
"Offer"). The detailed terms of the Offer are further set out in the combined
offer document and prospectus for the Offer and secondary listing of
SoftwareOne's shares on Euronext Oslo Børs dated 14 March 2025, as supplemented
by the prospectus supplement dated 28 March 2025 (together, the "Prospectus").
SoftwareOne hereby announces an extension of the offer period under the Offer
(the "Offer Period") until 16:30 CEST on 29 April 2025.
All terms and conditions of the Offer as set out in the Prospectus (other than
the amendments made pursuant to this announcement) remain unchanged. The
complete terms and conditions for the Offer, including procedures for how to
accept the Offer and detailed information regarding settlement, are set out in
the Prospectus, provided however that the Offer Period has been extended as
described herein.
The extraordinary general meeting of SoftwareOne will be held as planned today,
at 16:30 CEST.
As a consequence of the extension of the Offer Period, the settlement of the
Offer will be postponed correspondingly. The Offeror maintains its right to
further extend the Offer Period (one or more times) on the terms and conditions
set out in the Prospectus, but not beyond 23 May 2025.
The extension of the Offer Period is made pursuant to sections 5.2.3 ("Offer
Period") and 5.2.9 ("Amendments to the Offer") of the Prospectus. Acceptances of
the Offer already received will remain binding and shareholders who have already
accepted the Offer do not need to take any further action to confirm their
acceptances.
The Financial Supervisory Authority of Norway has, in its capacity as take-over
supervisory authority in Norway, approved the extension of the Offer Period and
otherwise reviewed this announcement prior to its publication.
SoftwareOne will provide an update on the status of received acceptances of the
Offer during the initial Offer Period in a separate stock exchange announcement
before trading on Euronext Oslo Børs opens on 14 April 2025 due to the ongoing
counting of received acceptances by the receiving agent.
The completion of the Offer is subject to certain conditions, as further set out
in section 5.2.4 "Closing Conditions" of the Prospectus. In terms of regulatory
approvals, such approvals have already been received for merger control in
Germany, Austria, Turkey and in respect of consultation with the UK CMA, and for
foreign direct investment in Slovenia and by consultation in Czech Republic. The
Offer is still subject to receipt of the remaining regulatory approvals as
detailed in section 5.4.6 ("Regulatory Approvals") of the Prospectus.
SoftwareOne expects that it will obtain the remaining approvals in accordance
with the timeline communicated in the Prospectus.
The Offer is only capable of being accepted pursuant to the Prospectus, and the
complete terms and conditions for the Offer are included in the Prospectus.
Subject to regulatory restrictions in certain jurisdictions, the Prospectus is
available at www.paretosec.com/transactions and may be obtained free of charge
during ordinary business hours at the offices of the receiving agent, Pareto
Securities AS, Dronning Mauds gate 3, 0115 Oslo, Norway.
Indicative timetable
14 March - 29 April 2025: Tender offer period, as extended
11 April 2025: SoftwareOne EGM
16 May 2025: SoftwareOne AGM
June 2025: Completion of transaction, subject to receipt of required regulatory
approvals
Advisors
Jefferies is acting as financial advisor to SoftwareOne. Pareto Securities is
acting as receiving agent to SoftwareOne in connection with the Offer. Walder
Wyss is acting as legal advisor to SoftwareOne, with Wikborg Rein advising as to
Norwegian law and Freshfields as to regulatory matters.
ABG Sundal Collier and Houlihan Lokey are acting as financial advisors and AGP
Advokater is acting as legal advisor to Crayon.
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
The Prospectus, will not and may not be distributed, forwarded or transmitted
into or within any jurisdiction where prohibited by applicable law, including,
without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong,
South Korea and Japan, or any other jurisdiction in which such distribution,
forwarding or transmittal would be unlawful. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review "Notice to U.S.
shareholders" below. Persons into whose possession this announcement or any
other information regarding the Offer should come are required to inform
themselves about and to observe any such restrictions.
This announcement is for informational purposes only and is not a tender offer
document or a prospectus and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
The Offer is only made on the basis of the Prospectus approved by Euronext Oslo
Børs and the Financial Supervisory Authority of Norway, and can only be accepted
pursuant to the terms of such document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document, prospectus or
registration or other requirements would apply in addition to those undertaken
in Norway (and other member states of the European Economic Area, as
applicable).
Notice to U.S. shareholders
This announcement does not constitute an offer, or solicitation of an offer, to
sell, purchase or subscribe for any securities. The new SoftwareOne shares
offered in the share exchange component referred to in this release have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. The information contained in this
announcement is for informational purposes only and does not purport to be full
or complete. The Offeror does not intend to conduct a public offering in the
United States. Copies of this announcement are not being, and should not be,
distributed in or sent into the United States.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about Crayon
and SoftwareOne that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding cost synergies from the combination of Crayon and
SoftwareOne, and their future financial and market position, business strategy
and plans and objectives for future operations and other statements that are not
historical fact. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances, including,
but not limited to, local and global economic and business conditions, the
effects of volatility in credit markets, market-related risks such as changes in
interest rates and exchange rates, effects of changes in valuation of credit
market exposures, changes in valuation of issued notes, the policies and actions
of governmental and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future periods,
evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigations, the success
of future acquisitions and other strategic transactions and the impact of
competition - a number of such factors being beyond the control of Crayon and
SoftwareOne. As a result, actual future results may differ materially from the
plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are
made. The Offeror disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Offeror's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.