SoftwareONE (SWON) M&A Announcement summary

Deal rationale and strategic fit

• Combines two leading global software and cloud solution providers with highly complementary geographic footprints and offerings, creating a customer-centric business with enhanced marketplace and distribution capabilities.

• Strategic rationale centers on value creation for shareholders, leveraging complementary business models, and expanding into a $150 billion market growing at mid-teens rates.

• Enhanced capabilities in cloud, data, AI, and security, with strong Microsoft partnerships and expanded SME and channel business.

• Minimal customer overlap, enabling cross-sell and upsell opportunities across a combined base of over 200,000 customers in 70+ countries.

• Both companies share entrepreneurial cultures, values, and a customer-centric model, supporting smooth integration and talent retention across ~13,000 FTEs.

Financial terms and conditions

• Crayon shareholders offered 0.8233 new SoftwareOne shares and NOK 69 in cash per share, valuing Crayon at NOK 172.5 per share; 40% cash and 60% shares.

• Transaction implies a 36% premium to Crayon’s undisturbed share price; SoftwareOne valued at CHF 10 per share, a 38% premium.

• Cash portion financed by a CHF 700 million investment-grade bridge facility; up to 72 million new shares to be issued, subject to shareholder approval.

• Pro forma net debt/EBITDA expected below 2x by end-2025, with rapid deleveraging and maintained dividend policy targeting a 30%-50% payout.

• Minimum offer acceptance set at 90% of Crayon shares on a fully diluted basis; dual-listing on Oslo Stock Exchange under exploration.

Synergies and expected cost savings

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

• 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 between separation and integration/project expenses.

• Revenue synergies expected from cross-selling, upselling, and leveraging complementary channel and digital sales capabilities.

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