SoftwareOne launches recommended voluntary share and cash offer for Crayon, with commencement of offer period today

14 Mar 2025 15:30 CET

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SoftwareOne Holding AG (SIX: SWON) today announced the launch of its recommended
voluntary offer to acquire all outstanding shares of Crayon, following approval
and publication of the combined offer document and prospectus. The offer period
will commence today at 16:30 CET, earlier than the previously announced start
date of 17 March 2025, with SoftwareOne’s Extraordinary General Meeting brought
forward to 11 April 2025.

Raphael Erb, CEO of SoftwareOne, said “With today’s launch of the offer, we are
taking another important step towards bringing SoftwareOne and Crayon together.
This combination is expected to yield substantial synergies, with identified
run-rate cost savings of CHF 80-100 million, in addition to significant revenue
synergies. Together, we aim to accelerate growth and enhance profitability,
delivering greater value to our customers, employees, and shareholders.”

Melissa Mulholland, CEO of Crayon, added “The combination of Crayon and
SoftwareOne represents a compelling strategic proposition for our shareholders,
based on our complementary geographical footprints, customer bases, and service
offerings. Our two companies share a strong entrepreneurial culture, a deep
commitment to customer success, and a passion for technology-led transformation.
As we move into this next phase, we are excited about driving even greater
impact together on a global scale.”

Formal launch of the Offer
SoftwareOne hereby announces the launch of the Offer pursuant to the terms and
conditions of the Prospectus.
The offer period will commence at 16:30 hours CET today, 14 March 2025, and will
expire at 16:30 CEST on 11 April 2025.

A combined offer document and prospectus for the Offer and secondary listing of
SoftwareOne's shares on Euronext Oslo Børs was today approved by Euronext Oslo
Børs in its capacity as the take-over authority and the Financial Supervisory
Authority of Norway as the competent prospectus authority in Norway. The
complete terms and conditions for the Offer, including a description of the
procedures for accepting the Offer, are set out in the Prospectus. The Offer is
only capable of being accepted pursuant to the Prospectus.

The Prospectus will be sent to all Crayon shareholders with known addresses
registered in the shareholder register in Euronext Securities Oslo, the central
securities depository in Norway, as of the date hereof, in jurisdictions where
the Prospectus may be lawfully distributed. Subject to regulatory restrictions
in certain jurisdictions, the Prospectus is also available at
www.paretosec.com/transactions and may be obtained free of charge during
ordinary business hours at the offices of the receiving agent, Pareto Securities
AS, Dronning Mauds gate 3, 0115 Oslo, Norway.

Key terms of the Offer:
• Offer Price: NOK 69 in cash and 0.8233 (rounded down) newly issued shares in
the Offeror per Crayon share
• Offer Period: From 14 March 2025 at 16:30 CET to and including 11 April 2025
at 16:30 CEST
• Receiving Agent: Pareto Securities AS

Arctic Securities AS, has provided an independent expert statement in accordance
with Section 6-16 of the Norwegian Securities Trading Act of 29 June 2007 No. 75
(the "Norwegian Securities Trading Act"), which states that, subject to the
conditions and limitations set out in its statement dated 13 March 2025, the
Offer is fair from a financial point of view. The independent expert statement
is included in the Prospectus.

Shareholders, including members of the Board of Directors and the Executive
Management of Crayon, who collectively own Crayon shares representing 6.16% of
the issued and outstanding share capital (excluding treasury shares owned by
Crayon), have given irrevocable undertakings to accept the Offer in respect of
their Crayon shares. For further information on the pre-acceptance undertakings,
please refer to section 5.2.19 (Pre-acceptance undertakings) of the Prospectus.

In addition, SoftwareOne already owns approximately 1.9% of Crayon’s share
capital. Together with the total return swap, SoftwareOne’s total financial
exposure to Crayon is approximately 6.98%. For further information, please refer
to section 5.1.2 (SoftwareOne as the Offeror) of the Prospectus.

Advisors
Jefferies is acting as financial advisor to SoftwareOne. Pareto Securities AS is
acting as 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.

Indicative timetable
14 March 2025 Publication of Norwegian takeover offer prospectus
14 March – 11 April 2025 Tender offer period
11 April 2025 SoftwareOne EGM
16 May 2025 SoftwareOne AGM
June 2025 Completion of transaction, subject to receipt of required regulatory
approvals


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

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.

IMPORTANT INFORMATION
The voluntary tender offer (the "Offer") and the distribution of this
announcement and other information in connection with the Offer may be
restricted by law in certain jurisdictions.
The combined offer document and prospectus (the "Prospectus ") and related
acceptance forms will not and may not be distributed, forwarded or transmitted
into or within any jurisdiction where prohibited by applicable law, including,
without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong,
South Korea and Japan, or any other jurisdiction in which such distribution,
forwarding or transmittal would be unlawful. SoftwareOne Holding AG (the
"Offeror") does not assume any responsibility in the event there is a violation
by any person of such restrictions. Persons in the United States should review
"Notice to U.S. shareholders" below. Persons into whose possession this
announcement or any other information regarding the Offer should come are
required to inform themselves about and to observe any such restrictions.
This announcement is for informational purposes only and is not a tender offer
document or a prospectus and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
The Offer is only made on the basis of the Prospectus approved by Euronext Oslo
Børs and the Financial Supervisory Authority of Norway, and can only be accepted
pursuant to the terms of such document. The Offer will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document, prospectus or
registration or other requirements would apply in addition to those undertaken
in Norway (and other member states of the European Economic Area, as
applicable).
Notice to U.S. shareholders
This announcement does not constitute an offer, or solicitation of an offer, to
sell, purchase or subscribe for any securities. The new SoftwareOne shares
offered in the share exchange component (the "Consideration Shares") referred to
in this release have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. The Offeror does not intend to
conduct a public offering in the United States. Copies of this announcement are
not being, and should not be, distributed in or sent into the United States.
Forward-looking statements
This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about Crayon
and SoftwareOne that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding cost synergies from the combination of Crayon and
SoftwareOne, and their future financial and market position, business strategy
and plans and objectives for future operations and other statements that are not
historical fact. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances, including,
but not limited to, local and global economic and business conditions, the
effects of volatility in credit markets, market-related risks such as changes in
interest rates and exchange rates, effects of changes in valuation of credit
market exposures, changes in valuation of issued notes, the policies and actions
of governmental and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future periods,
evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigations, the success
of future acquisitions and other strategic transactions and the impact of
competition - a number of such factors being beyond the control of Crayon and
SoftwareOne. As a result, actual future results may differ materially from the
plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are
made. The Offeror disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in the Offeror's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.


This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.

More information:
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