2 July 2025,
SoftwareOne Holding AG (SIX: SWON) ("SoftwareOne"), a leading global software and cloud solutions provider, today announced the decision to carry out a compulsory acquisition of the remaining shares in Crayon Group Holding ASA ("Crayon").
Reference is made to the stock exchange announcement published by SoftwareOne Holding AG on 2 July 2025 regarding completion of the recommended voluntary offer for all shares in Crayon, (the "Offer"). Following settlement of the Offer, SoftwareOne has acquired and holds a total of 82,200,948 shares in Crayon, equivalent to approximately 91.77% of the share capital and the voting rights in Crayon.
The Board of Directors of SoftwareOne has resolved, effective from after close of trading on Euronext Oslo Børs today, 2 July 2025, to carry out a compulsory acquisition of all remaining shares in Crayon not owned by SoftwareOne, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of the Norwegian Securities Trading Act. As a consequence, SoftwareOne has assumed ownership of 100% of the shares in Crayon as of today. The offered price in the compulsory acquisition is NOK 144.7834, which corresponds to the offer price in the Offer (the "Redemption Price").
SoftwareOne has obtained a statutory guarantee for the settlement under the compulsory acquisition in accordance with section 6-22 (3) no. 3 of the Norwegian Securities Trading Act. Any objections to, or rejection of, the offered Redemption Price must be received at the latest on 2 September 2025. Former shareholders of Crayon who do not object to, or reject, the offered Redemption Price within this deadline will be deemed to have accepted the offered Redemption Price.
Settlement of the Redemption Price is expected to occur as soon as possible and no later than 11 July 2025. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises.
As a consequence of the compulsory acquisition, SoftwareOne will pursue a delisting of Crayon's shares from Euronext Oslo Børs. A separate stock exchange announcement will be published in this regard.
ABOUT SOFTWAREONE
SoftwareOne is a leading global software and cloud solutions provider that is redefining how organisations build, buy and manage everything in the cloud. By helping clients to migrate and modernize their workloads and applications – and in parallel, to navigate and optimise the resulting software and cloud changes – SoftwareOne unlocks the value of technology. The company's ~9,000 employees are driven to deliver a portfolio of 7,500 software brands with a presence in over 60 countries. Headquartered in Switzerland, SoftwareOne is listed on the SIX Swiss Exchange under the ticker symbol SWON. Visit us at www.softwareone.com
SoftwareOne Holding AG, Riedenmatt 4, CH-6370 Stans
ABOUT CRAYON
Headquartered in Oslo, Norway, Crayon operates across 45 countries with a dedicated team of more than 4,000 professionals. It leads the charge in IT optimization and innovation as a trusted advisor in strategic software acquisition, continual IT estate optimization, and maximizing returns on investments in cloud, data, and AI. Crayon is a customer-centric innovation and IT services company that creates value for companies to thrive today, and scale for tomorrow.
Originally focused on software procurement and asset management, Crayon has evolved to become a trusted advisor in strategic software acquisition, continual IT estate optimization, and maximising returns on investments in cloud, data, and AI.
ADVISORS
Jefferies is acting as financial advisor to SoftwareOne. Pareto Securities is acting as Nordic advisor and receiving agent to SoftwareOne in connection with the offer. Walder Wyss is acting as legal advisor to SoftwareOne, with Wikborg Rein advising as to Norwegian law and Freshfields as to regulatory matters. ABG Sundal Collier and Houlihan Lokey are acting as financial advisors and AGP Advokater is acting as legal advisor to Crayon.
CONTACT
SoftwareOne
Anna Engvall, Investor Relations
Tel. +41 44 832 41 37, anna.engvall@softwareone.com
FGS Global, Media Relations
Tel. +41 44 562 14 99, press.softwareone@fgsglobal.com
Crayon
Kjell Arne Hansen, Investor Relations
Tel. +47 950 40 372, kjellarne.hansen@crayon.com