Transaction presentation
Beskrivning
| Land | Norge |
|---|---|
| Lista | OB Match |
| Sektor | Tjänster |
| Industri | IT-konsult & onlinetjänster |
2024-12-19 07:00:00
Tender offer to be launched for the acquisition of all outstanding Crayon shares
by SoftwareOne
19 December 2024
SoftwareOne Holding AG and Crayon Group Holding ASA, two leading global
providers of software and cloud solutions, today announced that they have agreed
to combine. To this end, SoftwareOne will launch a recommended voluntary stock
and cash offer to acquire all outstanding shares in Crayon. With total revenue
of approximately CHF 1.6 billion, presence across 70+ countries and around
13,000 employees, the combined company will be excellently positioned as a
preferred partner to both customers and vendors globally, driving additional
growth and significant value creation for shareholders.
Key transaction highlights
Crayon shareholders to be offered 0.8233 new shares in SoftwareOne and NOK 69
in cash for each Crayon share, implying an offer value of NOK 144 per share
based on SoftwareOne's undisturbed share price(1)
Offer based on a valuation of Crayon at NOK 172.5 per share, representing a
premium of 36%, while SoftwareOne is valued at CHF 10 per share in the share
exchange component, a premium of 38%, both compared to the respective
undisturbed share prices
Accelerated growth and improved profitability driven by run-rate cost
synergies of CHF 80-100 million to be reached within 18 months of completion,
incremental to SoftwareOne's previously announced cost savings of over CHF 50
million, as well as significant revenue synergies driven by high business
complementarity
Highly value accretive for shareholders with EPS accretion around 25% , and
over 40% excluding implementation costs by 2026
Full support of the transaction from the founding shareholders of SoftwareOne
and Crayon, holding 29% and 5% of the share capital, respectively, with the
SoftwareOne founding shareholders having pre-committed to vote in favour of the
necessary resolutions at a SoftwareOne shareholders' meeting and the Crayon
founding shareholders having pre-committed to tender their shares in the offer
Completion of the transaction expected in Q3 2025, subject to customary
conditions, including a minimum acceptance of the offer of at least 90% of
Crayon shares on a fully diluted basis, as well as SoftwareOne shareholder
approval and regulatory approvals
Crayon to appoint two nominees to be proposed as additional members of the
SoftwareOne Board of Directors