EQS-News: SoftwareONE prices IPO at CHF 18.00 per share and starts trading on SIX Swiss Exchange

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 
 
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 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. [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 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: [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] 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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October 25, 2019 01:00 ET (05:00 GMT)