Ankündigung • Jul 03

SoftwareONE Holding AG (SWX:SWON) Completed the acquisition of Crayon Group Holding ASA (OB:CRAYN) from Rune Syversen, Jens Rugseth and others for NOK 10.8 billion.

SoftwareONE Holding AG (SWX:SWON) proposed voluntary stock and cash offer to acquire Crayon Group Holding ASA (OB:CRAYN) from Rune Syversen, Jens Rugseth and others for NOK 11.6 billion on December 19, 2024. In view of the transaction, SoftwareOne will make a voluntary offer to acquire all outstanding shares in Crayon pursuant to the Norwegian Securities Trading Act. The shareholders of Crayon will receive 0.8233 new shares in SoftwareOne and NOK 69 in cash for each share in Crayon. The implied offer value is NOK 144 per Crayon share, based on SoftwareOne’s undisturbed share price. The offer is based on an agreed valuation of Crayon at NOK 172.5 per share, which represents a 36% premium to the undisturbed share price, with a consideration of 40% cash and 60% shares. The share component assumes an exchange ratio based on an agreed valuation of SoftwareOne at CHF 10 per share, representing a 38% premium to the undisturbed share price. The issuance of up to 72 million new SoftwareOne shares to the accepting Crayon shareholders, representing up to 32% of SoftwareOne’s new total share capital, will require the approval by SoftwareOne shareholders. The transaction will be financed by investment grade bridge facilities of approximately NOK 8800 million (CHF 700 million) to fund the cash consideration and refinance Crayon’s existing debt. Following the transaction, SoftwareOne expects proforma net debt / adjusted EBITDA (including synergies and implementation costs) to be below 2.0x as at December 31, 2025. 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. The parties have agreed that, as part of the transaction, Crayon will appoint two nominees to be proposed as additional members of the Board of Directors of SoftwareOne. Raphael Erb and Melissa Mulholland, will be Co-Chief Executive Officers of the combined company. The combined company will have its legal domicile in Stans, Switzerland. Post completion of the acquisition, the companies will explore the possibility of carrying out a dual listing of the consideration shares on the Oslo Stock Exchange. Such a dual listing will be subject to regulatory approvals by inter alia FINMA and the Oslo Stock Exchange. Launch of the offer is subject to the following conditions being satisfied: (a) the pre-acceptances shall remain valid and in full force; (b) the Board of Directors of Crayon’s recommendation of the offer shall not have been withdrawn, modified or amended; (c) Crayon shall in all material respects have complied with its obligations under the transaction agreement entered into between the parties on December 19, 2024, and there shall otherwise have been no material breach of the transaction agreement by Crayon which entitles SoftwareOne to terminate the transaction agreement pursuant to its terms. The transaction is also 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. The offer is not subject to any due diligence or financing condition. The Board of Directors of Crayon has unanimously resolved that it will recommend Crayon shareholders to accept the offer and the transaction is unanimously supported by the Boards of Directors of both companies. The tender offer period is from March 2025 / Q2 2025. SoftwareOne shareholders’ meeting for approval of issuance of new shares to Crayon shareholders is scheduled to be in Spring 2025. The completion of the transaction expected in Q3 2025. The transaction’s EPS accretion is expected to be around 25%, including implementation costs and phased synergies, and over 40% excluding implementation costs by 2026. As of February 4, 2025, The Swiss Financial Market Supervisory Authority (FINMA) has recognised Euronext Oslo Børs as foreign trading venue for trading of equity securities of Swiss listed companies, paving the way for a secondary listing of SoftwareOne’s shares on Euronext Oslo Børs in connection with the recommended voluntary offer for Crayon. The secondary listing will give Crayon shareholders who tender their shares the possibility to receive shares that are traded on Euronext Oslo Børs. The offer period is expected to commence in mid-March 2025, i.e., Voluntary recommended offer for Crayon to commence on or around March 17, 2025. As of March 14, 2025, the offer period will commenced at 16:30 CET, earlier than the previously announced start date of March 17, 2025, with SoftwareOne’s Extraordinary General Meeting brought forward to April 11, 2025 for the shareholders to vote at the upcoming EGM on the creation of a capital band required for the Crayon combination and election of Crayon co-founders Rune Syversen and Jens Rugseth as new Board members, subject to completion of the transaction. Till Spillmann nominated by the Board of Directors as new independent Chairman of the combined company, for election at the ordinary Annual General Meeting on May 16, 2025. As of March 21, 2025, Crayon transaction cleared by the Federal Cartel Office for Germany, one of the key markets of the combined company. As of March 28, 2025, the Financial Supervisory Authority of Norway has today approved a Prospectus Supplement to the Prospectus. As of March 31, 2025, ISS and Glass Lewis, recommend that shareholders vote in favour of the proposed creation of a capital band at SoftwareOne’s EGM, which is required to complete the recommended voluntary offer for Crayon. Completion of the transaction is now expected in June 2025 (previously expected in Q3 2025). As of April 11, 2025, A large majority shareholders of SoftwareOne have approved all proposals put forward by the Board of Directors in support of the planned acquisition of Crayon. Shareholders approved the creation of a capital band, authorising the BoD to issue up to 72.21 million fully paid-up registered shares with a nominal value of NOK 0.13 (CHF 0.01) each. These shares may be used to directly or indirectly deliver consideration shares to Crayon shareholders and to finance the acquisition of Crayon shares, respectively, in connection with the contemplated transaction. As of April 14, 2025, SoftwareOne controls a total of 59.286982 million shares or approximately 66.2% at the end of the initial acceptance period of its recommended voluntary share and cash offer for Crayon Group Holding. As of May 5, 2025, Softwareone Holding AG plans to no further extend the acceptance period and the period ends on May 6, 2025. As of June 10, 2025, all closing conditions – including required regulatory approvals – have been satisfied. Closing of transaction is expected on or about July 2, 2025. Walder Wyss Ltd, Wikborg Rein & Co and Freshfields LLP acted as legal advisor and Jefferies Financial as financial advisor to SoftwareOne. ABG Sundal Collier and Houlihan Lokey acted as financial advisor, Bär & Karrer and AGP Advokater acted as legal advisor and Arctic Securities acted as fairness opinion provider to Crayon Group Holding. SoftwareONE Holding AG (SWX:SWON) Completed the acquisition of Crayon Group Holding ASA (OB:CRAYN) from Rune Syversen, Jens Rugseth and others for NOK 10.8 billion on July 2, 2025. As part of the offer consideration, a total of 62,521,493 new SoftwareOne shares have been issued and received by accepting Crayon shareholders. Pareto Securities acted as Financial advisor to SoftwareOne in connection with the offer. Lenz & Staehelin acted as Legal advisor to SoftwareOne.

Prozentsatz des Geschäftsführergehalts	n/a
Amtszeit als Geschäftsführer	1.9yrs
Eigentum des Geschäftsführers	n/a
Durchschnittliche Amtszeit des Managements	1yr
Durchschnittliche Amtszeit der Vorstandsmitglieder	2.2yrs

Name	Position	Amtszeit	Vergütung	Eigentümerschaft
Raphael Erb	Co-CEO & Member of Executive Board	1.9yrs	keine Daten	keine Daten
Melissa Mulholland	Co-CEO & Member of Executive Board	less than a year	keine Daten	keine Daten
Hanspeter Schraner	Chief Financial Officer	1yr	keine Daten	keine Daten
Oliver Berchtold	COO & Member of Executive Board	1.5yrs	keine Daten	keine Daten
Jonas Wenger	Group Head of Accounting & IFRS	no data	keine Daten	keine Daten
Sean Nicholson	Global Director of Technology Services	no data	keine Daten	keine Daten
Rene Nulsch	Chief Information Officer	no data	keine Daten	keine Daten
Kjell Hansen	Head of Investor Relations	no data	keine Daten	keine Daten
Frank Rossini	Chief Legal Officer	no data	keine Daten	keine Daten
Nina Janorschke	Chief Human Resources Officer	less than a year	keine Daten	keine Daten
Mike Fitzgerald	Chief Innovation Officer	no data	keine Daten	keine Daten
Andre Fraser	Group Head of Controlling	no data	keine Daten	keine Daten

Name	Position	Amtszeit	Vergütung	Eigentümerschaft
Jorg Riboni	Non-Executive Independent Director	2.2yrs	CHF 266.78k	keine Daten
Jens Rugseth	Non-Executive Independent Director	less than a year	CHF 135.86k	keine Daten
Barend Fruithof	Director	less than a year	keine Daten	keine Daten
Rune Syversen	Non-Executive Director	less than a year	CHF 135.86k	keine Daten
Andrea Sieber	Vice Chairman & Lead Independent Director	2.2yrs	CHF 269.09k	keine Daten
Till Spillmann	Non-Executive Independent Chairman	2.2yrs	CHF 400.14k	keine Daten
Daniel Stockar	Director	13.4yrs	CHF 281.93k	keine Daten
Rene Gilli	Director	2.2yrs	CHF 197.49k	keine Daten

Daten	Zuletzt aktualisiert (UTC-Zeit)
Unternehmensanalyse	2026/06/21 13:18
Aktienkurs zum Tagesende	2026/06/15 00:00
Gewinne	2025/12/31
Jährliche Einnahmen	2025/12/31

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Finanzdaten des Unternehmens	10 Jahre	Gewinn- und Verlustrechnung Kapitalflussrechnung Bilanz	SEC-Formular 10-K SEC-Formular 10-Q
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Wichtige Entwicklungen	10 Jahre	Ankündigungen des Unternehmens	SEC-Formular 8-K

Analyst	Einrichtung
Andreas Wolf	Berenberg
Ben Castillo-Bernaus	BNP Paribas
Ines Mao	BNP Paribas

SoftwareOne Holding Management

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