Swiss software and cloud technology company SoftwareOne has agreed to merge with Norway-based peer Crayon Group in a deal anticipated to establish a combined entity with an estimated total revenue of 1.6 billion francs and a substantial market footprint in over 70 countries. SoftwareOne will initiate a voluntary stock-and-cash offer aimed at acquiring all outstanding shares of Crayon, which indicates that Crayon's shareholders will receive 0.8233 new SoftwareOne shares and 69 Norwegian kroner in cash for each Crayon share.
This offer values Crayon at 172.5 kroner per share, which represents a 36% premium compared to its undisturbed share price. Notably, SoftwareOne currently possesses 1.9% of Crayon's shares. Following the announcement, shares of SoftwareOne saw a notable increase of nearly 10% on the Zurich exchange in midmorning trading, whereas Crayon's stock price experienced a decline of over 5% in Oslo. Chairman and founding shareholder of SoftwareOne, Daniel von Stockar, remarked, "The business combination sets the stage for any ownership scenario, and we will now focus our efforts on completing the transaction successfully and integrating both organizations.
The compelling strategic rationale and substantial synergy potential are set to create significant value for our shareholders, including those joining from Crayon." Crayon's board plans to unanimously recommend that its shareholders accept SoftwareOne's proposal. The founding shareholders of both companies, who hold 29% and 5% of the shares respectively, are fully behind the merger.
The founders of SoftwareOne have committed to voting for the necessary resolutions at the upcoming shareholders' meeting, while Crayon's founders have consented to tender their shares under the offer. The completion of this deal is slated for the third quarter of 2025. Additionally, both companies are considering the potential for a dual listing of the shared consideration on the Oslo stock exchange.
Raphael Erb, CEO of SoftwareOne, and Melissa Mulholland, CEO of Crayon, will take co-leadership roles in the newly formed entity, which will be legally situated in Switzerland. An analysis from Baader Helvea stated, "The merger between SoftwareOne and Crayon makes sense from a strategic perspective in an industry driven by scale and given comparable business models.
SoftwareOne anticipates accelerated growth and enhanced profitability, underpinned by run-rate cost synergies estimated at CHF 80-100 million to be achieved within 18 months post-completion, in addition to its previously announced cost savings exceeding CHF 50 million, along with significant revenue synergies stemming from high business compatibility.".