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Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Tjänster |
Industri | IT-konsult & onlinetjänster |
2025-06-10 07:00:00
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.
10 June 2025
SoftwareOne Holding AG (SIX: SWON) ("SoftwareOne"), a leading global software
and cloud solutions provider, today announced that the last closing conditions
have been met in its recommended voluntary offer to acquire all outstanding
shares of Crayon Group Holding ASA ("Crayon").
Reference is made to SoftwareOne's recommended voluntary share and cash offer
for all issued and outstanding shares in Crayon (the "Offer"), as 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 (the "Prospectus"). Reference is further made to the stock exchange
announcement published by SoftwareOne on 6 May 2025 where SoftwareOne announced
that it had reached over 90% in Crayon at the end of the offer period.
SoftwareOne hereby announces that the closing conditions "Listing Approval" and
"Regulatory Approvals" as set out in the Prospectus under section 5.2.4, have
been satisfied, including the receipt of all required regulatory approvals. The
closing conditions relating to "Minimum acceptance" and "Offeror EGM" have, as
previously announced, also been satisfied. This announcement thus constitutes
the "Settlement Notification" pursuant to section 5.2.14 of the Prospectus.
Further, SoftwareOne hereby announces that settlement of the Offer is expected
to take place on or about 2 July 2025. Settlement of the Offer will remain
subject to the other closing conditions as set out in section 5.2.4 in the
Prospectus until completion of the settlement.
Each shareholder having accepted the Offer will receive NOK 69 in cash and
0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share.
Settlement of the cash and share consideration will be made in accordance with
section 5.2.14 of the Prospectus.
SoftwareOne is currently in the process of completing a secondary listing of the
SoftwareOne shares on Euronext Oslo Børs. The first day of trading on Euronext
Oslo Børs is expected to take place on or about 3 July 2025.
Upon completion of the Offer, subject to the closing conditions, SoftwareOne
intends to carry out a compulsory acquisition of the remaining shares in Crayon
pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22
of the Norwegian Securities Trading Act. Following the compulsory acquisition,
SoftwareOne will pursue a delisting of the shares in Crayon from Euronext Oslo
Børs.
For more information on the Offer and secondary listing, please refer to
Prospectus, which, subject to regulatory restrictions in certain jurisdictions,
is available at www.paretosec.com/transactions. The Prospectus will also be made
available at SoftwareOne's website following settlement of the Offer.
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. SoftwareOne Holding AG (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.