Annonce • 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.

Annonce • Dec 19

SoftwareONE Holding AG (SWX:SWON) proposed voluntary stock and cash offer to acquire Crayon Group Holding ASA (OB:CRAYN) from Rune Syversen and others for NOK 11.6 billion.

SoftwareONE Holding AG (SWX:SWON) proposed voluntary stock and cash offer to acquire Crayon Group Holding ASA (OB:CRAYN) from Rune Syversen 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. The current Chief Executive Officer, 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) absence of a material adverse change pertaining to Crayon; (c) the final approval of a combined offer document and prospectus by the Oslo Stock Exchange and the Financial Supervisory Authority of Norway, as applicable; (d) the Board of Directors of Crayon’s recommendation of the offer shall not have been withdrawn, modified or amended; (e) SoftwareOne having underwritten a warranty and indemnity insurance; and (f) 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. Jefferies is acting as sole financial advisor to SoftwareOne. Hans-Jakob Diem, Iliana Djagova and Thomas Meister of 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.

Ratio de couverture des intérêts	3.3x
Argent liquide	NOK 1.46b
Fonds propres	NOK 2.70b
Total du passif	NOK 16.48b
Total des actifs	NOK 19.18b

Données	Dernière mise à jour (heure UTC)
Analyse de l'entreprise	2025/07/12 20:16
Cours de l'action en fin de journée	2025/07/10 00:00
Les revenus	2025/03/31
Revenus annuels	2024/12/31

Paquet	Données	Cadre temporel	Exemple de source américaine ^*
Finances de l'entreprise	10 ans	Compte de résultat Tableau des flux de trésorerie Bilan	Formulaire 10-K de la SEC Formulaire 10-Q de la SEC
Estimations consensuelles des analystes	+3 ans	Prévisions financières Objectifs de prix des analystes	Rapports de recherche des analystes Blue Matrix
Prix du marché	30 ans	Cours des actions Dividendes, scissions et actions	Données de marché ICE Formulaire S-1 de la SEC
Propriété	10 ans	Actionnaires principaux Délits d'initiés	Formulaire 4 de la SEC Formulaire 13D de la SEC
Gestion	10 ans	L'équipe dirigeante Conseil d'administration	Formulaire 10-K de la SEC Formulaire SEC DEF 14A
Principaux développements	10 ans	Annonces de l'entreprise	Formulaire 8-K de la SEC

Analyste	Institution
null null	ABG Sundal Collier
Kristian Støle	Carnegie Investment Bank AB
Mads Strom	Danske Bank

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Crayon Group Holding Bilan de santé

Santé financière contrôle des critères 5/6

Informations clés

Mises à jour récentes de la santé financière

Is Crayon Group Holding (OB:CRAYN) Using Too Much Debt?

These 4 Measures Indicate That Crayon Group Holding (OB:CRAYN) Is Using Debt Reasonably Well

Does Crayon Group Holding (OB:CRAYN) Have A Healthy Balance Sheet?

Does Crayon Group Holding (OB:CRAYN) Have A Healthy Balance Sheet?

Is Crayon Group Holding (OB:CRAYN) A Risky Investment?

Recent updates

Less than half of directors are independent

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.

Crayon Group Holding ASA Announces Board Appointments

First quarter 2025 earnings released: EPS: kr0.54 (vs kr0.14 in 1Q 2024)

New minor risk - Earnings quality

Consensus EPS estimates fall by 12%

Full year 2024 earnings: EPS and revenues miss analyst expectations

Price target decreased by 9.3% to kr133

Strong AI And Cloud Demand Will Drive Service Expansion Through AWS And Microsoft Partnerships

SoftwareONE Holding AG (SWX:SWON) proposed voluntary stock and cash offer to acquire Crayon Group Holding ASA (OB:CRAYN) from Rune Syversen and others for NOK 11.6 billion.

SoftwareONE Reportedly Near Deal to Acquire Crayon Group

Crayon Group Holding ASA to Report Q4, 2025 Results on Feb 11, 2026

Crayon Group Holding ASA, Annual General Meeting, May 07, 2025

Third quarter 2024 earnings: EPS exceeds analyst expectations while revenues lag behind

High number of new directors

Second quarter 2024 earnings: EPS and revenues miss analyst expectations

Price target increased by 8.9% to kr144

Less than half of directors are independent

Crayon Group Holding ASA Elects Arne Frogner and Marina Lønning as Board Members

Price target increased by 9.2% to kr124

First quarter 2024 earnings: EPS and revenues exceed analyst expectations

Full year 2023 earnings: Revenues exceed analysts expectations while EPS lags behind

Crayon Group Holding ASA Earnings Missed Analyst Estimates: Here's What Analysts Are Forecasting Now

Full year 2023 earnings: Revenues exceed analysts expectations while EPS lags behind

Crayon Group Holding ASA, Annual General Meeting, May 15, 2024

Insufficient Growth At Crayon Group Holding ASA (OB:CRAYN) Hampers Share Price

Is Crayon Group Holding (OB:CRAYN) Using Too Much Debt?

Price target decreased by 8.0% to kr107

The Return Trends At Crayon Group Holding (OB:CRAYN) Look Promising

Third quarter 2023 earnings: Revenues exceed analysts expectations while EPS lags behind

Price target decreased by 10% to kr117

Price target decreased by 7.2% to kr129

Price target decreased by 7.4% to kr130

Crayon Group Holding ASA Announces CFO Changes

These 4 Measures Indicate That Crayon Group Holding (OB:CRAYN) Is Using Debt Reasonably Well

Returns At Crayon Group Holding (OB:CRAYN) Are On The Way Up

First quarter 2023 earnings: Revenues exceed analysts expectations while EPS lags behind

Consensus EPS estimates fall by 12%

Does Crayon Group Holding (OB:CRAYN) Have A Healthy Balance Sheet?

Full year 2022 earnings: Revenues exceed analysts expectations while EPS lags behind

Price target decreased by 7.4% to kr135

Price target decreased by 8.3% to kr134

Returns On Capital Are Showing Encouraging Signs At Crayon Group Holding (OB:CRAYN)

Full year 2022 earnings released: EPS: kr0.29 (vs kr2.70 in FY 2021)

Crayon Group Holding ASA to Report Q4, 2022 Final Results on Mar 29, 2023

Consensus EPS estimates fall by 13%

Does Crayon Group Holding (OB:CRAYN) Have A Healthy Balance Sheet?

Crayon Group Holding ASA (OB:CRAYN) Shares Could Be 40% Below Their Intrinsic Value Estimate

High number of new directors

Investor sentiment improved over the past week

Is Now The Time To Put Crayon Group Holding (OB:CRAYN) On Your Watchlist?

Price target decreased to kr162

Third quarter 2022 earnings: Revenues exceed analysts expectations while EPS lags behind

Investor sentiment improved over the past week

Is It Too Late To Consider Buying Crayon Group Holding ASA (OB:CRAYN)?

We Like These Underlying Return On Capital Trends At Crayon Group Holding (OB:CRAYN)

Investor sentiment deteriorated over the past week

Is Crayon Group Holding (OB:CRAYN) A Risky Investment?

Price target decreased to kr184

Independent Director recently bought kr311k worth of stock

Second quarter 2022 earnings released: kr0.08 loss per share (vs kr1.77 profit in 2Q 2021)

Consensus forecasts updated

Investor sentiment deteriorated over the past week

High number of new directors

Investor sentiment deteriorated over the past week

At kr164, Is Crayon Group Holding ASA (OB:CRAYN) Worth Looking At Closely?

Investor sentiment deteriorated over the past week

Crayon Group Holding (OB:CRAYN) Is Experiencing Growth In Returns On Capital

Getting In Cheap On Crayon Group Holding ASA (OB:CRAYN) Might Be Difficult