Announcement • 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.

Announcement • 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.

Snowflake Score
Valuation	2/6
Future Growth	5/6
Past Performance	3/6
Financial Health	5/6
Dividends	0/6

Historical stock prices
Current Share Price	NOK 144.00
52 Week High	NOK 145.90
52 Week Low	NOK 100.90
Beta	1.33
1 Month Change	0.42%
3 Month Change	28.80%
1 Year Change	13.65%
3 Year Change	6.59%
5 Year Change	107.19%
Change since IPO	872.97%

	CRAYN	NO Software	NO Market
7D	0%	-0.5%	-0.3%
1Y	13.7%	2.6%	10.6%

CRAYN volatility
CRAYN Average Weekly Movement	3.7%
Software Industry Average Movement	6.3%
Market Average Movement	5.2%
10% most volatile stocks in NO Market	11.2%
10% least volatile stocks in NO Market	2.9%

CRAYN fundamental statistics
Market cap	NOK 12.87b
Earnings (TTM)	NOK 294.00m
Revenue (TTM)	NOK 7.12b

CRAYN income statement (TTM)
Revenue	NOK 7.12b
Cost of Revenue	NOK 765.00m
Gross Profit	NOK 6.36b
Other Expenses	NOK 6.06b
Earnings	NOK 294.00m

Earnings per share (EPS)	3.29
Gross Margin	89.26%
Net Profit Margin	4.13%
Debt/Equity Ratio	49.7%

Data	Last Updated (UTC time)
Company Analysis	2025/07/12 04:34
End of Day Share Price	2025/07/10 00:00
Earnings	2025/03/31
Annual Earnings	2024/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

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

This company listing is no longer active

Crayon Group Holding (CRAYN) Stock Overview

Rewards

Risk Analysis

Analyst Price Targets

Accelerated Cloud Migration And AI Integration Will Expand Global Reach

Dependency On Microsoft And AWS Will Erode Margins Over Time

Focus On Cybersecurity And Cloud Modernization Will Strengthen Future Prospects

Top Analyst Narratives

Accelerated Cloud Migration And AI Integration Will Expand Global Reach

Dependency On Microsoft And AWS Will Erode Margins Over Time

Focus On Cybersecurity And Cloud Modernization Will Strengthen Future Prospects

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Price History & Performance

Recent News & 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%

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