EQS Group-News: SoftwareONE Holding AG / Key word(s): IPO
SoftwareONE prices IPO at CHF 18.00 per share and starts trading on SIX
Swiss Exchange
2019-10-25 / 07:00
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Media Release
*SoftwareONE prices IPO at CHF 18.00 per share and starts trading on SIX
Swiss Exchange*
STANS, Switzerland I 25 October 2019 - SoftwareONE Holding AG, a leading and
fast-growing global provider of end-to-end software and cloud technology
solutions, today announced the successful pricing of its initial public
offering at CHF 18.00 per share. The shares will be listed and start trading
under the ticker symbol "SWON" on SIX Swiss Exchange today.
- IPO priced at CHF 18.00 per share, implying total market capitalization
(excluding treasury shares) of CHF 2.8 billion
- The IPO was multiple times oversubscribed given strong demand from
investors across Switzerland and internationally
- Founding shareholders jointly retain the largest stake, while KKR
continues to hold a significant stake in SoftwareONE
- Free float amounts to 24.3% before exercise of over-allotment option, or
28.0% assuming full exercise of over-allotment option
- The shares of SoftwareONE (SIX: SWON) will be listed and start trading
today
Daniel von Stockar, Chairman of SoftwareONE: "We are delighted with the
successful pricing of our IPO and the strong demand from investors in
Switzerland and internationally. Today marks a milestone in the
entrepreneurial history of our company, and in the name of the Board and the
management team, I would like to thank all our new and existing shareholders
for their trust in SoftwareONE."
Dieter Schlosser, CEO of SoftwareONE: "The IPO is a testament to the
attractive positioning of our business, which is based on the consistent
performance of SoftwareONE's people, our results-driven culture and our core
values. As a public company, we remain fully committed to exceeding our
customers' expectations and creating sustainable value for our
shareholders."
During the IPO process, the syndicate banks successfully placed 38,549,464
existing shares at an offer price of CHF 18.00, which were offered by KKR,
Peruni Holding[1] (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, exercisable at the
offer price in whole or in part within 30 calendar days after the first
trading day, which implies a total placement volume of up to CHF 798
million. Based on the offer price, the implied total market capitalization
(excluding treasury shares) is CHF 2.8 billion.
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 day of trading. The selling shareholders have agreed to a lock-up of
six months following the first trading day.
Excluding shares under lock-up, the free float amounts to 24.3% before
exercise of the over-allotment option, or 28.0% if the over-allotment option
is exercised in full[2].
With 30.9%, the founding shareholders Daniel von Stockar, Beat Curti and
René Gilli jointly retain the largest stake in SoftwareONE. KKR and Peruni
Holding now hold stakes of 15.2% and 9.5%, respectively, or 14.4% and 6.7%
if the over-allotment option is exercised in full. Current and former staff
hold 9.4%, the heirs of SoftwareONE co-founder Patrick Winter 7.8%, and
treasury shares amount to 2.8%.
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.
*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
Offer price CHF 18.00 per offered share
Base offer 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
(including treasury shares)
Indicative timetable
Listing and first day of trading 25 October 2019
Payment and settlement 29 October 2019
Last day for the exercise of the 22 November 2019
over-allotment option
*CONTACT*
SoftwareONE
Janine Hensen, Corporate Communications Manager
Tel. +49 341 2568 171, janine.hensen@softwareone.com
Lemongrass Communications
Karin Rhomberg, +41 44 202 52 65, karin.rhomberg@lemongrass.agency
Andreas Hildenbrand, +41 44 202 52 38, andreas.hildenbrand@lemongrass.agency
*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 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. 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. SoftwareONE's shares (SWON) are
listed on SIX Swiss Exchange. 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: investor.relations@softwareone.com), Credit Suisse AG, Zurich,
Switzerland (email: equity.prospectus@credit-suisse.com) and UBS AG, Swiss
Prospectus Switzerland, P.O. Box, CH-8098 Zurich, Switzerland (voicemail:
+41 44 239 4703); fax: +41 44 239 6914; email: swiss-prospectus@ubs.com).
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] Now Raiffeisen Informatik GmbH & Co KG (the universal legal successor of
Peruni Holding GmbH).
[2] All participations calculated on the basis of total issued share
capital.
End of Corporate News
896667 2019-10-25
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