Aankondiging • 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.

Software Groei van de industrie	19.85%
Inkomstengroei	-25.52%
Rendement op eigen vermogen	3.59%
Nettomarge	1.98%
Volgende winstupdate	12 Feb 2025

Datum	Inkomsten	Inkomsten	G+A Uitgaven
30 Sep 24	6,974	138	4,380
30 Jun 24	6,813	52	4,300
31 Mar 24	6,614	-12	4,206
31 Dec 23	6,397	-115	4,034
30 Sep 23	6,099	-5	3,775
30 Jun 23	5,845	-67	3,587
31 Mar 23	5,545	-124	3,314
31 Dec 22	5,200	25	3,118
30 Sep 22	4,950	186	796
30 Jun 22	4,495	117	564
31 Mar 22	4,019	261	297
31 Dec 21	3,659	218	65
30 Sep 21	8,034	109	281
30 Jun 21	10,952	233	184
31 Mar 21	16,106	184	143
31 Dec 20	19,599	120	49
30 Sep 20	18,203	4	325
30 Jun 20	17,035	4	224
31 Mar 20	15,183	-52	108
31 Dec 19	13,618	-12	20
30 Sep 19	12,122	25	1,278
30 Jun 19	11,167	16	1,222
31 Mar 19	9,892	19	1,160
31 Dec 18	9,048	15	1,109
30 Sep 18	8,600	17	1,054
30 Jun 18	8,303	-6	1,000
31 Mar 18	7,738	-37	973
31 Dec 17	7,302	-45	944
30 Sep 17	6,837	-55	902
30 Jun 17	6,583	-20	895
31 Mar 17	6,131	-11	877
31 Dec 16	6,015	-11	870
30 Sep 16	5,731	-37	198
30 Jun 16	5,498	-54	143
31 Mar 16	4,970	-65	70
31 Dec 15	4,688	-57	0
30 Sep 15	4,281	-40	14
30 Jun 15	4,111	-29	1
31 Mar 15	3,923	-8	-2
31 Dec 14	3,732	-10	0
30 Sep 14	3,536	19	59

Gegevens	Laatst bijgewerkt (UTC-tijd)
Bedrijfsanalyse	2025/02/04 23:01
Aandelenkoers aan het einde van de dag	2024/11/07 00:00
Inkomsten	2024/09/30
Jaarlijkse inkomsten	2023/12/31

Pakket	Gegevens	Tijdframe	Voorbeeld Amerikaanse bron ^*
Financiële gegevens bedrijf	10 jaar	Resultatenrekening Kasstroomoverzicht Balans	SEC-formulier 10-K SEC-formulier 10-Q
Consensus schattingen analisten	+3 jaar	Financiële prognoses Koersdoelen analisten	Onderzoeksrapporten van analisten Blue Matrix
Marktprijzen	30 jaar	Aandelenprijzen Dividenden, splitsingen en acties	ICE Marktgegevens SEC-formulier S-1
Eigendom	10 jaar	Top aandeelhouders Handel met voorkennis	SEC-formulier 4 SEC-formulier 13D
Beheer	10 jaar	Leiderschapsteam Raad van bestuur	SEC-formulier 10-K SEC-formulier DEF 14A
Belangrijkste ontwikkelingen	10 jaar	Bedrijfsaankondigingen	SEC-formulier 8-K

Analist	Instelling
null null	ABG Sundal Collier
Kristian Støle	Carnegie Investment Bank AB
Mads Strom	Danske Bank

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Crayon Group Holding Inkomsten in het verleden

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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.

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