19. Dezember 2024 – SoftwareOne Holding AG (“SoftwareOne”) and Crayon Group Holding ASA (“Crayon”), two leading global providers for software and cloud solutions, today announced that they have agreed to combine. To this end, SoftwareOne will launch a recommended voluntary stock and cash offer to acquire all outstanding shares in Crayon for an offer price comprising NOK 69 in cash and 0.8233 new shares in SoftwareOne, implying an offer value of NOK 144 per Crayon share based on SoftwareOne’s undisturbed share price as per 11 December 2024. The founding shareholders of SoftwareOne have pre-committed to vote in favour of 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. In addition, the founding shareholders of Crayon have pre-committed to tender their shares into the offer and undertaken a 12-month lock-up on their shares from the completion of the transaction.

Completion of the transaction is expected to occur in Q3/2025, subject to customary conditions, including a minimum acceptance of the offer of 90% of the Crayon shares on a fully diluted basis, as well as SoftwareOne shareholder approval and regulatory approvals. The combined company will have combined revenue of approximately CHF 1.6 billion, presence across 70+ countries and around 13,000 employees.

Walder Wyss is acting as legal advisor to SoftwareOne, with Wikborg Rein advising as to Norwegian law and Freshfields as to regulatory matters. The Walder Wyss team is led by Hans-Jakob Diem (Partner) and includes Iliana Djagova (Counsel), Dimitrios Berger (Managing Associate), Christian A. Schmid (Senior Associate), Viktoriya Chernaya (Associate) and Justin Paljuh (Trainee) from our Corporate and M&A Group as well as Thomas Meister (Partner) from our Tax Team.