EQS-News: SoftwareONE Holding AG: SoftwareONE launches IPO on SIX Swiss Exchange and sets price range at CHF 16.50 to CHF 21.00 per share

EQS Group-News: SoftwareONE Holding AG / Key word(s): IPO 
SoftwareONE launches IPO on SIX Swiss Exchange and sets price range at CHF 
16.50 to CHF 21.00 per share 
 
2019-10-11 / 19:24 
 
FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU MUST 
NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS 
COMMUNICATION IS PROHIBITED. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN 
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. 
 
Media Release 
 
*SoftwareONE launches IPO on SIX Swiss Exchange and sets price range at CHF 
16.50 to CHF 21.00 per share* 
 
STANS, Switzerland I 11 October 2019 - SoftwareONE Holding AG, a leading and 
fast-growing global provider of end-to-end software and cloud technology 
solutions, today announced the launch of its initial public offering on SIX 
Swiss Exchange. The publication of the offering memorandum and the start of 
the book-building period will take place on 14 October 2019. 
 
- Base offering consisting of 38,549,464 existing shares and over-allotment 
option comprising up to 5,782,419 existing shares 
 
- Price range set at CHF 16.50 to CHF 21.00 per share, implying offer size 
of approximately CHF 636.1 million to CHF 809.5 million for base offering 
and, based on number of shares outstanding, total market capitalization of 
approximately CHF 2.5 billion to CHF 3.2 billion 
 
- Listing and first trading day expected on or around 25 October 2019 
 
- Based on total issued share capital, free float expected at approximately 
24.3% before exercise of over-allotment option and 28.0% if over-allotment 
option is exercised in full 
 
- The three founding shareholders will jointly retain the largest stake in 
SoftwareONE, while KKR will keep a significant stake following the IPO 
 
- Board of Directors strengthened with José Alberto Duarte, Timo Ihamuotila 
and Marie-Pierre Rogers as additional independent members 
 
*Offering summary* 
 
The base offering comprises 38,549,464 existing shares, representing 24.3% 
of the total issued share capital of SoftwareONE, offered by KKR, Peruni 
Holding (the previous owner of Comparex acquired by SoftwareONE effective 31 
January 2019), staff and other shareholders. Furthermore, KKR and Peruni 
Holding have granted the joint global coordinators an over-allotment option 
of up to 5,782,419 existing shares. 
 
The price range for the offered shares has been set at CHF 16.50 to CHF 
21.00 per share, implying an offer size of CHF 636.1 million to CHF 809.5 
million for the base offering (CHF 731.5 million to CHF 931.0 million 
including the over-allotment option) and a total market capitalization of 
approximately CHF 2.5 billion to CHF 3.2 billion (based on the number of 
shares outstanding, i.e. excluding treasury shares). 
 
*Additional offering details* 
 
The offering memorandum will be published on Monday, 14 October 2019. The 
book-building period is expected to run from 14 October to 24 October 2019, 
12.00 noon CEST for retail and private banking orders and 15.00 CEST for 
institutional investors. The final offer price is expected to be published 
on or around 25 October 2019 before market opening. The listing of the 
shares and start of trading on SIX Swiss Exchange is expected to take place 
on or around 25 October 2019. 
 
SoftwareONE as well as all members of the Board of Directors and the 
Executive Board have committed to a lock-up period of twelve months from the 
first trading day. The selling shareholders have agreed to a lock-up of six 
months following the first day of trading. 
 
The founding shareholders Daniel von Stockar, René Gilli and Beat Curti will 
jointly retain the largest stake in SoftwareONE, amounting to approximately 
30.8%. KKR will keep a stake of approximately 15%. The free float (excluding 
shares under lock-up) is expected to be approximately 24.3%, or 28.0% if the 
over-allotment option is exercised in full (based on the total issued share 
capital). 
 
Credit Suisse, J.P. Morgan and UBS Investment Bank are acting as joint 
global coordinators and joint bookrunners of the IPO, while BNP Paribas, 
Citi, Deutsche Bank, UniCredit and Zürcher Kantonalbank are acting as joint 
bookrunners. Rothschild & Co is acting as financial advisor to SoftwareONE. 
 
*Business built to deliver profitable growth at scale* 
 
As a leading global provider of software and cloud technology solutions, 
SoftwareONE addresses the commercial, technological and digital 
transformation challenges companies face amid the growing complexity of 
technology and the rising strategic significance of digitalization. 
According to external industry experts, spending for global software and 
cloud procurement is forecast to grow at a CAGR of 10% and solutions and 
services at a CAGR of 17% until 2022. With its end-to-end suite of 
solutions, SoftwareONE is well placed to further capitalize on this 
underlying market growth. 
 
SoftwareONE's operating model is built to deliver profitable growth at scale 
based on one of the broadest global footprints in the industry, encompassing 
local sales capabilities in 90 countries, supported by six regional and 
three global service delivery centers, and the ability to transact in more 
than 150 countries. The company enjoys strong relationships with around 
65,000 business customers[1], with strong gross profit[2] retention and a 
growing share of customers' wallets. SoftwareONE has also built strong 
relationships with more than 7,500 software and cloud publishers[3] covering 
the full spectrum of software and cloud spend. Based on its global 
transaction volume, SoftwareONE estimates that it is Microsoft's largest 
channel partner globally and the largest partner for Microsoft's 
fast-growing cloud platform Azure.[4] 
 
*Attractive financial profile and outlook* 
 
SoftwareONE has a long-standing track record of strong double-digit organic 
growth. It has delivered gross profit growth continuously each year for the 
past decade, increasing at an organic CAGR of 29% from 2008 to 2018. Between 
2016 and 2018, gross profit increased from CHF 317 million to CHF 409 
million, representing a CAGR of 14%. SoftwareONE's adjusted EBITDA 
margin[5], 7 rose from 17% in 2016 to 33% in 2018, reflecting scale effects 
and efficiencies, increasing standardization and automation, and rigorous 
performance management. 
 
For the combined group[6] including Comparex, gross profit increased at a 
CAGR of 13% from CHF 571 million in 2016 to CHF 724 million in 2018. 
Adjusted EBITDA[7] for the combined group increased from CHF 92 million in 
2016 to CHF 187 million in 2018, representing a CAGR of 42%. In the same 
period, the adjusted EBITDA margin for the combined group increased from 16% 
to 26%. SoftwareONE believes that the superior margins on a SoftwareONE 
standalone basis illustrate a strong upside potential for the combined 
group. 
 
Operating free cash flow[8] for the combined group increased from CHF 69 
million in 2016 to CHF 166 million in 2018, representing a CAGR of 55%. 
SoftwareONE has a strong and unlevered balance sheet to support future 
growth. 
 
Over the mid-term[9] , SoftwareONE targets gross profit growth from sale of 
Software & Cloud in the high single digits and gross profit growth from 
Solutions & Services in the high teens, resulting in targeted double-digit 
gross profit growth for the group. In addition, SoftwareONE targets an 
adjusted EBITDA margin approaching 35% over the mid-term9, with adjusted 
EBITDA growth in excess of the targeted gross profit growth. 
 
Furthermore, based on its strong balance sheet and cash flow generation, 
SoftwareONE intends to pursue a progressive dividend policy over the 
mid-term, with a target pay-out ratio in the range of 30% to 50% of the 
profit for the year. 
 
The Executive Board, which is responsible for the executive management of 
the company, includes Dieter Schlosser, CEO, Hans Grüter, CFO, Alex 
Alexandrov, COO, and Neil Lomax, President of Sales. 
 
Dieter Schlosser, CEO of SoftwareONE: "I am very proud of our team, whose 
commitment over the past 20 years has made SoftwareONE so successful and 
ready for the public market. We look forward to this next exciting stage of 
our history as we seek to create further significant value for our customers 
and our new and existing shareholders." 
 
*Board of Directors strengthened with three additional independent members* 
 
SoftwareONE's Board of Directors, chaired by Daniel von Stockar and 
comprising non-executive directors only, will have four independent members: 
These include Peter Kurer, a member of the Board since 2013 and the 
company's Lead Independent Director, as well as three new members elected at 
an Extraordinary General Meeting on 10 October 2019 with effect from the 
first day of trading: 
 
- José Alberto Duarte, Chief Executive Officer of Infovista, a France-based 
leader in modern network performance; 
 
- Timo Ihamuotila, Chief Financial Officer and a member of the Group 
Executive Committee of ABB Group; 
 
- Marie-Pierre Rogers, who leads Spencer Stuart's board practice in 
Switzerland and is a member of its global industrial and technology, media & 
telecommunications practices. 
 
Marie-Pierre Rogers will chair the Board's Nomination & Compensation 
Committee, while Timo Ihamuotila will chair the Audit Committee of the Board 
of Directors. 
 
Daniel von Stockar, Chairman of SoftwareONE: "I am very pleased about the 
election of Marie-Pierre, José Alberto and Timo as additional independent 
members of the Board of Directors. With their broad leadership experience 
and complementary areas of expertise, I am convinced they will add great 
value to the Board as we continue our journey as a listed firm." 
 
*Key IPO data and indicative IPO timetable* 
 
Key data 
Listing                           SIX Swiss Exchange 
                                  (International Reporting 
                                  Standard) 
Ticker                            SWON 
Swiss security number             49.645.150 
ISIN                              CH0496451508 
Nominal value                     CHF 0.01 per share 
Price range                       CHF 16.50 to CHF 21.00 per 
                                  offered share 
Base offering size                38,549,464 existing shares 
Over-allotment option             Up to 5,782,419 existing 
("Greenshoe")                     shares 
Number of shares outstanding      154,197,850 registered shares 
Total number of shares issued     158,581,460 registered shares 
(pre and post IPO) 
Indicative timetable 
Publication of offering           14 October 2019 
memorandum 
Start of book-building            14 October 2019 
End of book-building              On or around 24 October 2019, 
                                  12.00 noon CEST for retail and 
                                  private banking orders and 
                                  15.00 CEST for institutional 
                                  investors 
Publication of final offer price  On or around 25 October 2019 
and final number of offered 
shares 
Listing and first day of trading  On or around 25 October 2019 
Payment and settlement            On or around 29 October 2019 
Last day for the exercise of the  On or around 22 November 2019 
over-allotment option 
 
*CONTACT* 
 
SoftwareONE 
 
Janine Hensen, Corporate Communications Manager 
Tel. [phone], [e-mail] 
 
Lemongrass Communications 
 
Karin Rhomberg, [phone], [e-mail] 
Andreas Hildenbrand, [phone], [e-mail] 
 
*ABOUT SOFTWAREONE* 
 
SoftwareONE is a leading global provider of end-to-end software and cloud 
technology solutions, headquartered in Switzerland. With capabilities across 
the entire value chain, it helps companies of all sizes design and implement 
their technology strategy, buy the right software and cloud solutions at the 
right price, and manage and optimize their software estate. Its offerings 
are connected by PyraCloud, SoftwareONE's proprietary digital platform, that 
provides customers with data-driven, actionable intelligence and helps them 
manage and optimize their software and cloud spend. With around 5,300 
employees and sales and service delivery capabilities in 90 countries, 
SoftwareONE provides around 65,000 business customers with software and 
cloud solutions from over 7,500 publishers. For more information, please 
visit SoftwareONE.com [1]. 
 
SoftwareONE Holding AG, Riedenmatt 4, CH-6370 Stans 
 
*DISCLAIMER* 
 
This document is not an offer to sell or a solicitation of offers to 
purchase or subscribe for shares. This document is not a prospectus within 
the meaning of Article 652a of the Swiss Code of Obligations, nor is it a 
listing prospectus as defined in the listing rules of the SIX Swiss Exchange 
AG or a prospectus under any other applicable laws. Copies of this document 
may not be sent to jurisdictions, or distributed in or sent from 
jurisdictions, in which this is barred or prohibited by law. The information 
contained herein shall not constitute an offer to sell or the solicitation 
of an offer to buy, in any jurisdiction in which such offer or solicitation 
would be unlawful prior to registration, exemption from registration or 
qualification under the securities laws of any jurisdiction. A decision to 
invest in securities of SoftwareONE Holding AG should be based exclusively 
on the issue and listing prospectus published by SoftwareONE Holding AG for 
such purpose. Copies of such issue and listing prospectus (and any 
supplements thereto) are available free of charge from SoftwareONE Holding 
AG, Investor Relations, Bahnhofplatz 1d, 8304 Wallisellen, Switzerland 
(email: [e-mail]), Credit Suisse AG, Zurich, 
Switzerland (email: [e-mail]) and UBS AG, Swiss 
Prospectus Switzerland, P.O. Box, CH-8098 Zurich, Switzerland (voicemail: 
[phone]); fax: [phone]; email: [e-mail]). 
Investors are furthermore advised to consult their bank or financial adviser 
before making any investment decision. 
 
Statements made in this publication may include forward-looking statements. 
These statements may be identified by the fact that they use words such as 
"anticipate", "estimate", "should", "expect", "guidance", "project", 
"intend", "plan", "believe", and/or other words and terms of similar meaning 
in connection with, among other things, any discussion of results of 
operations, financial condition, liquidity, prospects, growth, strategies or 
developments in the industry in which SoftwareONE Holding AG operates. Such 
statements are based on management's current intentions, expectations or 
beliefs and involve inherent risks, assumptions and uncertainties, including 
factors that could result in a substantial divergence between actual 
results, financial situation, development or performance of SoftwareONE 
Holding AG and those explicitly or implicitly presumed in these statements. 
Forward-looking statements contained in this media release regarding trends 
or current activities should not be taken as a representation that such 
trends or activities will continue in the future. Actual outcomes, results 
and other future events may differ materially from those expressed or 
implied by the statements contained herein. Such differences may adversely 
affect the outcome and financial effects of the plans and events described 
herein and may result from, among other things, changes in economic, 
business, competitive, technological, strategic or regulatory factors and 
other factors affecting the business and operations of SoftwareONE Holding 
AG. Neither SoftwareONE Holding AG nor any of its affiliates is under any 
obligation, and each such entity expressly disclaims any such obligation, to 
update, revise or amend any forward-looking statements, whether as a result 
of new information, future events or otherwise. You should not place undue 
reliance on any such forward-looking statements, which speak only as of the 
date of this media release. It should be noted that past performance is not 
a guide to future performance. 
 
The information contained herein shall not constitute an offer to sell or 
the solicitation of an offer to buy, in any jurisdiction in which such offer 
or solicitation would be unlawful prior to registration, exemption from 
registration or qualification under the securities laws of any jurisdiction. 
 
This announcement is not for distribution, directly or indirectly, in or 
into the United States (including its territories and dependencies, any 
state of the United States and the District of Columbia), Canada, Japan, 
Australia or any jurisdiction into which the same would be unlawful. This 
announcement does not constitute or form a part of any offer or solicitation 
to purchase, subscribe for or otherwise acquire securities in the United 
States, Canada, Japan, Australia or any jurisdiction in which such an offer 
or solicitation is unlawful. SoftwareONE Holding AG shares have not been and 
will not be registered under the U.S. Securities Act of 1933, as amended 
(the "Securities Act") or under any securities laws of any state or other 
jurisdiction of the United States and may not be offered, sold, taken up, 
exercised, resold, renounced, transferred or delivered, directly or 
indirectly, within the United States except pursuant to an applicable 
exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act and in compliance with any applicable 
securities laws of any state or other jurisdiction of the United States. 
There will be no public offer of securities in the United States. 
 
The information contained herein does not constitute an offer of securities 
to the public in the United Kingdom. No prospectus offering securities to 
the public will be published in the United Kingdom. In the United Kingdom, 
this document is only being distributed to and is only directed at (i) 
investment professionals falling within article 19(5) of the Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 
"Order"), (ii) high net worth entities falling within article 49 of the 
Order or (iii) other persons to whom it may lawfully be communicated, (all 
such persons together being referred to as "relevant persons"). The 
securities are only available to, and any invitation, offer or agreement to 
subscribe, purchase or otherwise acquire such securities will be engaged in 
only with, relevant persons. Any person who is not a relevant person should 
not act or rely on this document or any of its contents. 
 
This document does not constitute an offer of securities to the public of 
the securities referred to herein in any member state of the European 
Economic Area (the "EEA"). Any offer of securities referred to in this 
document to persons in the EEA will be made pursuant to an exemption under 
Regulation (EU) 2017/1129 (the "Prospectus Regulation") as implemented in 
member states of the EEA, from the requirement to produce a prospectus 
pursuant to Article 3 of the Prospectus Regulation or supplement a 
prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of 
securities to the public that may be deemed to be made pursuant to this 
communication in any EEA member state that has implemented the Prospectus 
Regulation is only addressed to qualified investors in that member state 
within the meaning of the Prospectus Regulation and such other persons as 
this document may be addressed on legal grounds. For the purposes of this 
paragraph, the expression an "offer to the public" in relation to any 
securities in any member state means the communication in any form and by 
any means of sufficient information on the terms of the offer and any 
securities to be offered so as to enable an investor to decide to purchase 
or subscribe for any securities. 
 
None of Credit Suisse AG, J.P. Morgan Securities plc, UBS AG, Citigroup 
Global Markets Limited, BNP PARIBAS, Deutsche Bank Aktiengesellschaft, 
UniCredit Bank AG and Zürcher Kantonalbank or any of their respective 
affiliates accepts any responsibility or liability whatsoever for, or makes 
any representation or warranty, express or implied, as to the truth, 
accuracy or completeness of the information in this announcement (or whether 
any information has been omitted from the announcement). 
 
Information to Distributors: Solely for the purposes of the product 
governance requirements contained within: (a) EU Directive 2014/65/EU on 
markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID 
II; and (c) local implementing measures (together, the "MiFID II Product 
Governance Requirements"), and disclaiming all and any liability, whether 
arising in tort, contract or otherwise, which any "manufacturer" (for the 
purposes of the MiFID II Product Governance Requirements) may otherwise have 
with respect thereto, the Shares have been subject to a product approval 
process by each [Manager] established in the EEA, which has determined that 
the Shares are: (i) compatible with an end target market of retail investors 
and investors who meet the criteria of professional clients and eligible 
counterparties, each as defined in MiFID II; and (ii) eligible for 
distribution through all distribution channels as are permitted by MiFID II 
(the "Target Market Assessment"). Notwithstanding the Target Market 
Assessment, Distributors should note that: the price of the Shares may 
decline and investors could lose all or part of their investment; the Shares 
offer no guaranteed income and no capital protection; and an investment in 
the Shares is compatible only with investors who do not need a guaranteed 
income or capital protection, who (either alone or in conjunction with an 
appropriate financial or other adviser) are capable of evaluating the merits 
and risks of such an investment and who have sufficient resources to be able 
to bear any losses that may result therefrom. 
 
The Target Market Assessment is without prejudice to the requirements of any 
contractual, legal or regulatory selling restrictions in relation to the 
Offer. Furthermore, it is noted that, notwithstanding the Target Market 
Assessment, the [Managers] established in the EEA will only procure 
investors who meet the criteria of professional clients and eligible 
counterparties. For the avoidance of doubt, the Target Market Assessment 
does not constitute: (a) an assessment of suitability or appropriateness for 
the purposes of MiFID II; or (b) a recommendation to any investor or group 
of investors to invest in, or purchase, or take any other action whatsoever 
with respect to the Shares. Each distributor is responsible for undertaking 
its own target market assessment in respect of the Shares and determining 
appropriate distribution channels. 
 
[1] Represents the number of unique trading entities in the combined 
customer databases of SoftwareONE and Comparex, which figure may include an 
overlap. 
 
[2] Defined as total revenue less cost of software purchased and third-party 
service delivery costs. 
 
[3] Represents the estimated number of unique trading entities from which 
SoftwareONE and Comparex purchased software and cloud products since the 
beginning of 2018. 
 
[4] Based on the combined results of SoftwareONE and Comparex for the 12 
months ended 30 June 2019. 
 
[5] Defined as adjusted EBITDA as a percentage of gross profit. 
 
[6] Financial data for the combined group refers to pro forma financial 
information for FY 2018 and like-for-like financial information for FY 2016 
and FY 2017. 
 
[7] Adjusted EBITDA represents earnings before net financial items, taxes, 
depreciation and amortization as adjusted for M&A, integration and 
IPO-related costs. 
 
[8] Defined as adjusted EBITDA less capital expenditure. 
 
[9] On a constant currency basis as of end of August 2019. 
 
End of Corporate News 
889271 2019-10-11 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=3aa918fdd24f9f0c5a0c62f355eef41c&application_id=889271&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

October 11, 2019 13:24 ET (17:24 GMT)