NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Media Release
SoftwareOne successfully completes Crayon transaction, combining two leading
global providers of software and cloud solutions
2 July 2025
SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud
solutions provider, today announced that the recommended voluntary offer for all
issued and outstanding shares in Crayon has been completed.
-Combination of two leading global providers of software and cloud solutions,
with total revenue of approximately CHF 1.6 billion and 13,000 employees across
70+ countries
-Settlement of the offer completed pursuant to the settlement notification
published on 10 June 2025
-First day of trading on Euronext Oslo Børs to commence on 3 July 2025
-Integration execution process to officially start, based on thorough
preparation for Day 1 readiness by both companies since early 2025
-H1 2025 results to be presented by Co-CEOs Raphael Erb and Melissa Mulholland
and CFO Hanspeter Schraner on 28 August 2025
Following the fulfillment of the last closing conditions as announced on 10 June
2025, SoftwareOne confirms that its recommended voluntary share and cash offer
for all issued and outstanding shares in Crayon has now been completed.
Settlement pursuant to the settlement notification has taken place, with
accepting Crayon shareholders receiving NOK 69 in cash and 0.8233 (rounded down)
newly issued SoftwareOne shares per Crayon share. The secondary listing and
trading of the SoftwareOne shares on Euronext Oslo Børs will commence on 3 July
2025.
SoftwareOne intends to implement a compulsory acquisition of the remaining
shares in Crayon, followed by a delisting of the Crayon shares from Euronext
Oslo Børs, expected to be completed in July 2025.
"Today marks an important milestone as SoftwareOne and Crayon join forces,
combining two leading global providers of software and cloud solutions," said
Raphael Erb, Co-CEO of SoftwareOne. "Together, we offer an unparalleled global
presence with extensive local reach and an enhanced offering to deliver
exceptional value for customers. Our shared commitment to customer success and
innovation will offer new growth opportunities as our fast-growing industry
continues to evolve in the era of AI."
"As we embark on this new chapter together, we are both excited and
well-prepared for Day 1. With our talented teams globally, in-depth expertise
and capabilities, as well as deep hyperscaler partnerships, we will be
excellently positioned to support customers on their digital transformation
journeys," said Melissa Mulholland, Co-CEO of SoftwareOne. "Today marks a unique
moment to unlock opportunities and deliver significant value creation for all
stakeholders."
"At Microsoft, we've been proud to call both Crayon and SoftwareOne strategic
partners. Together, they become one of our largest partners, better positioned
than ever to serve our mutual customers with broader reach, deeper expertise,
and enhanced capabilities. We're excited about the opportunities this
combination brings for the innovation we will jointly deliver and the impact
this will have on our shared customers," said Nicole Dezen, CVP and Chief
Partner Officer at Microsoft.
Compelling strategic rationale and value creation opportunity
With total revenue of approximately CHF 1.6 billion, presence across 70+
countries and around 13,000 employees, the combined company is well-positioned
as a preferred partner to both customers and vendors globally, driving
additional growth and significant value creation for shareholders. The
compelling strategic rationale is based on the two companies' complementary
geographical footprint, customer base and offering, as well as shared values and
culture.
SoftwareOne has identified cost synergies of CHF 80-100 million per annum within
18 months of completion, incremental to its cost reduction programme completed
in Q1 2025. One-off implementation costs are expected to be within the same
range as the run-rate cost synergies.
The transaction is currently financed by investment grade bridge facilities of
approximately CHF 700 million to fund the total cash consideration of
approximately CHF 515 million, including the compulsory acquisition, and to
refinance Crayon's existing debt. SoftwareOne intends to refinance the bridge
facilities into a long-term financing structure around completion. Net debt /
adjusted EBITDA is expected to be below 2.0x at year-end 2025. The company
intends to maintain its dividend policy, with a pay-out ratio of 30-50% of
adjusted net profit.
Well-prepared integration execution process starts today
With completion of the transaction, integration of the two companies officially
starts today based on an established governance structure and thorough
preparation by working groups from both companies since beginning of the year.
Preparation spanned key functions, including strategy, sales & marketing, people
& culture, IT, finance, amongst others, supported by internal and external
post-merger experts.
Following the announcement of the new Executive Board led by Co-CEOs Raphael Erb
and Melissa Mulholland, the Regional Presidents have also been appointed. In
addition to delivering on the synergy targets, the integration process will
encompass implementation of a joint operating model, harmonisation of GTM and
offering, as well as integration of IT systems and consolidation of legal
structures in overlapping countries. Throughout the process, safeguarding
customer relationships and retention of talent will remain priorities.
The combined company will retain its legal domicile in Stans, Switzerland, while
Oslo will remain an important hub for both sales activities and certain other
functions.
Combining under a unified brand
Following a joint evaluation, the unified organization will operate under the
SoftwareOne name and logo, leveraging its global brand recognition while
incorporating Crayon's distinctive strengths and legacy. This decision reflects
the strategic integration of both companies' capabilities, values, and market
presence. Crayon's cultural and operational attributes - including its brand
heritage and customer-centric approach - will be embedded into an evolved
SoftwareOne brand. During a transition period, the Crayon brand will remain
active to ensure consistency, continuity, and recognition across customers and
employees, channel, and partner engagements.
First day of trading on Euronext Oslo Børs
As part of the offer consideration, a total of 62,521,493 new SoftwareOne shares
have been issued and received by accepting Crayon shareholders, resulting in
total SoftwareOne shares issued of 221,102,953 . The new shares were listed at
SIX Swiss Exchange today. Following completion of the secondary listing on
Euronext Oslo Børs, trading of the SoftwareOne shares will commence tomorrow, 3
July 2025, under the ticker SWON. As of 4 July 2025, shareholders in SoftwareOne
will be able to cross border transfer shares held in SoftwareOne between
Euronext Oslo Børs and the SIX Swiss Exchange, through a deliver/receive free
settlement instruction in the settlement system of the Central Security
Depository in Norway (CSD).
SoftwareOne's founding shareholders Daniel von Stockar, Rene Gilli and Curti AG,
hold 20.8% of SoftwareOne's share capital on a post-transaction basis.
The combined offer document and prospectus for the offer and secondary listing
of the SoftwareOne shares, dated 14 March 2025, is available on SoftwareOne's
website https://www.softwareone.com/en/investors/softwareone-crayon
Upcoming capital markets events
Co-CEOs Raphael Erb and Melissa Mulholland and CFO Hanspeter Schraner will
present SoftwareOne's and Crayon's H1 and Q2 2025 results, respectively, via
audio webcast on 28 August 2025. Like-for-like financials for H1 2025, as well
as for prior year, will be provided to present in the company on a combined
basis and to allow for comparability. Guidance for the combined company for H2
2025 will also be issued at this time.
Advisors
Jefferies acted as financial advisor to SoftwareOne. Pareto Securities acted as
Nordic advisor and receiving agent to SoftwareOne in connection with the offer.
Walder Wyss acted as legal advisor to SoftwareOne, with Wikborg Rein advising as
to Norwegian law, Freshfields as to regulatory matters and Lenz & Staehelin as
to financing matters. ABG Sundal Collier and Houlihan Lokey acted as financial
advisors and AGP Advokater acted as legal advisor to Crayon.
CONTACT
SoftwareOne
Anna Engvall, Investor Relations
Tel. +41 44 832 41 37, anna.engvall@softwareone.com
FGS Global, Media Relations
Tel. +41 44 562 14 99, press.softwareone@fgsglobal.com
Crayon
Kjell Arne Hansen, Investor Relations
Tel. +47 950 40 372, kjellarne.hansen@crayon.com
ABOUT SOFTWAREONE
SoftwareOne is a leading global software and cloud solutions provider that is
redefining how organisations build, buy and manage everything in the cloud. By
helping clients to migrate and modernize their workloads and applications - and
in parallel, to navigate and optimise the resulting software and cloud changes -
SoftwareOne unlocks the value of technology. The company's ~9,000 employees are
driven to deliver a portfolio of 7,500 software brands with a presence in over
60 countries. Headquartered in Switzerland, SoftwareOne is listed on the SIX
Swiss Exchange under the ticker symbol SWON. Visit us at www.softwareone.com
SoftwareOne Holding AG, Riedenmatt 4, CH-6370 Stans
ABOUT CRAYON
Headquartered in Oslo, Norway, Crayon operates across 45 countries with a
dedicated team of more than 4,000 professionals. It leads the charge in IT
optimization and innovation as a trusted advisor in strategic software
acquisition, continual IT estate optimization, and maximizing returns on
investments in cloud, data, and AI. Crayon is a customer-centric innovation and
IT services company that creates value for companies to thrive today, and scale
for tomorrow.
Originally focused on software procurement and asset management, Crayon has
evolved to become a trusted advisor in strategic software acquisition, continual
IT estate optimization, and maximising returns on investments in cloud, data,
and AI.
IMPORTANT INFORMATION
The voluntary tender offer (the "Offer") and the distribution of this
announcement and other information in connection with the Offer may be
restricted by law in certain jurisdictions.
The combined offer document and prospectus (the "Prospectus ") and related
acceptance forms, as supplemented by the prospectus supplement dated 28 March
2025 (the "Prospectus Supplement"), will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in
which such distribution, forwarding or transmittal would be unlawful.
SoftwareOne Holding AG (the "Offeror") does not assume any responsibility in the
event there is a violation by any person of such restrictions. Persons in the
United States should review "Notice to U.S. shareholders" below. Persons into
whose possession this announcement or any other information regarding the Offer
should come are required to inform themselves about and to observe any such
restrictions.
This announcement is for informational purposes only and is not a tender offer
document or a prospectus and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
The Offer is only made on the basis of the Prospectus approved by Euronext Oslo
Børs and the Financial Supervisory Authority of Norway, and can only be accepted
pursuant to the terms of such document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document, prospectus or
registration or other requirements would apply in addition to those undertaken
in Norway (and other member states of the European Economic Area, as
applicable).
Notice to U.S. shareholders
This announcement does not constitute an offer, or solicitation of an offer, to
sell, purchase or subscribe for any securities. The new SoftwareOne shares
offered in the share exchange component (the "Consideration Shares") referred to
in this release have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. The Offeror does not intend to
conduct a public offering in the United States. Copies of this announcement are
not being, and should not be, distributed in or sent into the United States.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about Crayon
and SoftwareOne that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding cost synergies from the combination of Crayon and
SoftwareOne, and their future financial and market position, business strategy
and plans and objectives for future operations and other statements that are not
historical fact. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances, including,
but not limited to, local and global economic and business conditions, the
effects of volatility in credit markets, market-related risks such as changes in
interest rates and exchange rates, effects of changes in valuation of credit
market exposures, changes in valuation of issued notes, the policies and actions
of governmental and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future periods,
evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigations, the success
of future acquisitions and other strategic transactions and the impact of
competition - a number of such factors being beyond the control of Crayon and
SoftwareOne. As a result, actual future results may differ materially from the
plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are
made. The Offeror disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Offeror's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.