Crayon Group (CRAYN) M&A Announcement summary

Deal rationale and strategic fit

• Merger combines two leading global software and cloud solution providers with highly complementary geographic footprints and customer bases, creating a global leader with enhanced reach and service offerings.

• Enhanced ability to capitalize on a $150 billion, fast-growing market driven by cloud, AI, and security trends, leveraging a large marketplace and differentiated offerings.

• Strengthened strategic importance to vendors, especially Microsoft, with over 7,000 certifications and a combined 30+ year partnership, and 70% of combined revenue estimated from Microsoft-related business.

• Shared entrepreneurial, customer-centric culture and values, with approximately 13,000 FTEs across 70+ countries.

• Improved value proposition in cloud services, ITAM/SAM/FinOps, data & AI, and security.

Financial terms and conditions

• Crayon shareholders to receive 0.8233 new SoftwareOne shares and NOK 69 in cash per Crayon share, implying an offer value of NOK 172.5 per share (36% premium), with 40% cash and 60% shares; SoftwareOne valued at CHF 10 per share (38% premium).

• Cash portion financed by CHF 700 million investment-grade bridge facility; up to 72 million new shares to be issued, representing up to 32% of new share capital.

• Pro forma net debt/EBITDA expected below 2x by end-2025, with rapid deleveraging anticipated.

• Dividend policy to remain unchanged, targeting a 30%-50% payout of adjusted net profit.

• Minimum offer acceptance set at 90% of Crayon shares on a fully diluted basis.

Synergies and expected cost savings

• Identified run-rate cost synergies of CHF 80–100 million by end of 2026, incremental to existing cost savings programs.

• 30% of cost synergies expected within six months of closing, 70% within 18 months.

• One-off implementation costs estimated at CHF 80–100 million, split roughly 50/50 between separation and integration costs.

• Revenue synergies expected from cross-selling, upselling, expanded customer base, and enhanced SME/channel offerings.

• EPS accretion projected at around 25% by 2026 (including costs), and over 40% excluding costs.