Crayon Group Holding (CRAYN)

TekBot mars 14, 2025, 2:00pm #505

Voluntary offer – offer document approved

TekBot mars 14, 2025, 2:30pm #506

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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.
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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.

Kilde

TekBot mars 21, 2025, 6:05am #507

SoftwareOne publishes agenda for Extraordinary General Meeting and provides update on Crayon combination

SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud solutions provider, today published the agenda for its Extraordinary General Meeting on 11 April 2025 at the KKL in Lucerne, along with proposed changes to its Board of Directors and an update on regulatory approvals relating to the Crayon combination.

• Shareholders to vote at the upcoming EGM on the creation of a capital band required for the Crayon combination and election of Crayon co-founders Rune Syversen and Jens Rugseth as new Board members, subject to completion of the transaction
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• Till Spillmann nominated by the Board of Directors as new independent Chairman of the combined company, for election at the ordinary Annual General Meeting on 16 May 2025

• Crayon transaction cleared by the Federal Cartel Office for Germany, one of the key markets of the combined company

Subject to and with effect from the completion of the transaction, the Board of Directors proposes the election of Crayon co-founders Rune Syversen and Jens Rugseth as new Board members for a term of office ending with the AGM in 2026.

For further details please see SoftwareOne full release here: Media releases | SoftwareOne

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

CONTACT
Kjell Arne Hansen, Investor Relations
Ir@crayon.com

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.

Kilde

TekBot mars 21, 2025, 1:26pm #508

Crayon - Major Shareholder Disclosure

TekBot mars 28, 2025, 11:01am #509

SoftwareOne announces approval and publication of Prospectus Supplement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

28 March 2025
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SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud solutions provider, today announced the approval and publication of the Prospectus Supplement in the context of its recommended voluntary offer to acquire Crayon.

Reference is made to the announcement by SoftwareOne Holding AG on 14 March 2025 regarding 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 Financial Supervisory Authority of Norway has today approved a Prospectus Supplement to the Prospectus. The Prospectus Supplement has been prepared due to the publication of SoftwareOne’s audited financial statements as of and for the year ended 31 December 2024 on 26 March 2025. The information contained in the Prospectus Supplement shall be considered an integral part of, and is to be read together with the Prospectus.

Subject to regulatory restrictions in certain jurisdictions, the Prospectus Supplement is 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.

The offer period for the Offer and other indicative dates for the Offer described in the Prospectus remain unchanged.

Advisors
Jefferies is acting as financial advisor to SoftwareOne. Pareto Securities 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 – 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, as supplemented by the prospectus supplement dated 28 March 2025 (the “Prospectus Supplement”), 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.

Kilde

TekBot mars 31, 2025, 5:04am #510

ISS and Glass Lewis support all SoftwareOne’s EGM proposals for the combination with Crayon

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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Stans, Switzerland I 31 March 2025 – SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud solutions provider, has noted the voting recommendations of proxy advisors ISS and Glass Lewis for the company’s Extraordinary General Meeting on 11 April 2025. Both support all proposals of the company’s Board of Directors, including creation of a capital band and election of Crayon co-founders Rune Syversen and Jens Rugseth as new Board members, subject to completion of the transaction. They also highlight the compelling strategic rationale of the planned combination with Crayon.

ISS and Glass Lewis, global providers of independent and objective shareholder meeting research and recommendations, recommend that shareholders vote in favour of the proposed creation of a capital band at SoftwareOne’s EGM, which is required to complete the recommended voluntary offer for Crayon.

Both providers also recommend that shareholders elect Crayon co-founders Rune Syversen and Jens Rugseth as new Board members, subject to and with effect from completion of the transaction, while highlighting the strategic rationale and significant synergies.

ISS said: “The merger is supported by strong strategic rationale and valuation appears reasonable.”

Glass Lewis commented: “In our view, the underlying rationale of the Offer is sensible and strategically compelling. By acquiring Crayon, the Company hopes to strengthen its global competitive position, accelerate growth and profitability, and generate significant synergies.”

The Board of Directors of SoftwareOne encourages shareholders to support the proposals at the EGM, which will pave the way for the transformative combination with Crayon. The founding shareholders of SoftwareOne, together holding 29% of SoftwareOne’s share capital, have committed to vote in favour of the proposals.

The Board of Directors of Crayon, including its co-founders, unanimously recommends Crayon shareholders to accept the Offer.

Indicative timetable
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 modernise 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, as supplemented by the prospectus supplement dated 28 March 2025 (the “Prospectus Supplement”), 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.

Kilde

TekBot april 3, 2025, 12:17pm #511

NOTIFICATION OF MAJOR HOLDINGS

TekBot april 4, 2025, 11:09am #512

Rentefastsettelse

TekBot april 10, 2025, 10:53am #513

Shareholder Disclosure Notification

TekBot april 11, 2025, 5:03am #514

SoftwareOne announces last day of offer period under recommended voluntary share and cash offer for Crayon

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The offer period for the recommended voluntary offer of SoftwareOne Holding AG (SIX: SWON) to acquire all outstanding shares of Crayon expires at 16:30 CEST today, 11 April 2025.
…

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Reference is made to the stock exchange announcement published on 14 March 2025 regarding SoftwareOne’s launch of a recommended voluntary share and cash offer for all issued and outstanding shares in Crayon at a price of NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share, as further set out in the combined offer document and prospectus for the offer and secondary listing of SoftwareOne’s shares on Euronext Oslo Børs dated 14 March 2025.

The offer period under the offer expires at 16:30 CEST today, 11 April 2025.

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 completion of the offer is subject to certain conditions, as further set out in section 5.2.4 of the prospectus. Subject to regulatory restrictions in certain jurisdictions, the prospectus is 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.

Indicative timetable
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

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

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 46 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 dated 14 March 2025 (the “Prospectus”) and related acceptance forms, as supplemented by the prospectus supplement dated 28 March 2025, 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 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.

Kilde

TekBot april 11, 2025, 6:01am #515

Crayon 2024 Annual report

OSLO, Norway) — Crayon Group Holding ASA today has published its Annual Report, including the Sustainability statements, for 2024.

The report is attached to this release and is available on the company’s website www.crayon.com.
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The Annual Report is also published in European Single Electronic Format (ESEF), attached.

Investor contact:
Kjell Arne Hansen
Head of Investor Relations & Corporate Finance
ir@crayon.com
+47 950 40 372

About Crayon: Crayon is a customer-centric innovation and IT services company with over 4,000 team members across 46 countries. We optimize businesses’ IT estate to help them innovate with expertise they can trust. Our services create value for companies to thrive today, and scale for tomorrow. For more information, visit www.crayon.com. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Kilde

TekBot april 11, 2025, 6:31am #516

Crayon Group Holding ASA: Notice of Annual General Meeting 2025

The annual general meeting of Crayon Group Holding ASA will take place virtually on May 7, 2025 at 10:00 CET.

Attached please find the notice with registration, proxy, and advance voting forms.
…

Vis børsmeldingen

All relevant documents are available on www.crayon.com/investor-relations/annual-general-meeting/

Investor contact:
Kjell Arne Hansen
Head of Investor Relations & Corporate Finance
ir@crayon.com
+47 950 40 372

About Crayon: Crayon is a customer-centric innovation and IT services company with over 4,000 team members across 46 countries. We optimize businesses’ IT estate to help them innovate with expertise they can trust. Our services create value for companies to thrive today, and scale for tomorrow. For more information, visit www.crayon.com. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Kilde

TekBot april 11, 2025, 1:07pm #517

Flagging i Crayon Group Holding ASA

TekBot april 11, 2025, 2:15pm #518

EXTENSION OF OFFER PERIOD IN THE RECOMMENDED VOLUNTARY OFFER TO ACQUIRE ALL ISSUED AND OUTSTANDING SHARES OF CRAYON GROUP HOLDING ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the stock exchange announcement published on 14 March 2025 regarding launch of a recommended voluntary share and cash offer for all issued and outstanding shares in Crayon Group Holding ASA (“Crayon”) by SoftwareOne Holding AG (“SoftwareOne” or the “Offeror”) at a price of NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share (the “Offer”). The detailed terms of the Offer are further set out in the combined offer document and prospectus for the Offer and secondary listing of SoftwareOne’s shares on Euronext Oslo Børs dated 14 March 2025, as supplemented by the prospectus supplement dated 28 March 2025 (together, the “Prospectus”).
…

Vis børsmeldingen

SoftwareOne hereby announces an extension of the offer period under the Offer (the “Offer Period”) until 16:30 CEST on 29 April 2025.

All terms and conditions of the Offer as set out in the Prospectus (other than the amendments made pursuant to this announcement) remain unchanged. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Prospectus, provided however that the Offer Period has been extended as described herein.

The extraordinary general meeting of SoftwareOne will be held as planned today, at 16:30 CEST.

As a consequence of the extension of the Offer Period, the settlement of the Offer will be postponed correspondingly. The Offeror maintains its right to further extend the Offer Period (one or more times) on the terms and conditions set out in the Prospectus, but not beyond 23 May 2025.

The extension of the Offer Period is made pursuant to sections 5.2.3 (“Offer Period”) and 5.2.9 (“Amendments to the Offer”) of the Prospectus. Acceptances of the Offer already received will remain binding and shareholders who have already accepted the Offer do not need to take any further action to confirm their acceptances.

The Financial Supervisory Authority of Norway has, in its capacity as take-over supervisory authority in Norway, approved the extension of the Offer Period and otherwise reviewed this announcement prior to its publication.
SoftwareOne will provide an update on the status of received acceptances of the Offer during the initial Offer Period in a separate stock exchange announcement before trading on Euronext Oslo Børs opens on 14 April 2025 due to the ongoing counting of received acceptances by the receiving agent.

The completion of the Offer is subject to certain conditions, as further set out in section 5.2.4 “Closing Conditions” of the Prospectus. In terms of regulatory approvals, such approvals have already been received for merger control in Germany, Austria, Turkey and in respect of consultation with the UK CMA, and for foreign direct investment in Slovenia and by consultation in Czech Republic. The Offer is still subject to receipt of the remaining regulatory approvals as detailed in section 5.4.6 (“Regulatory Approvals”) of the Prospectus. SoftwareOne expects that it will obtain the remaining approvals in accordance with the timeline communicated in the Prospectus.
The Offer is only capable of being accepted pursuant to the Prospectus, and the complete terms and conditions for the Offer are included in the Prospectus.

Subject to regulatory restrictions in certain jurisdictions, the Prospectus is 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.

Indicative timetable
14 March - 29 April 2025: Tender offer period, as extended
11 April 2025: SoftwareOne EGM
16 May 2025: SoftwareOne AGM
June 2025: Completion of transaction, subject to receipt of required regulatory approvals

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

IMPORTANT INFORMATION
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 Prospectus, 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. 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 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.

Kilde

TekBot april 11, 2025, 4:12pm #519

SoftwareOne shareholders approve all proposals in connection with the offer to acquire Crayon

SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud solutions provider, today announced that with a large majority shareholders approved all proposals put forward by the Board of Directors in support of the planned acquisition of Crayon at today’s Extraordinary General Meeting. A total of 77 shareholders and representatives of shareholders attended the meeting who, together with the independent proxy, represented 62.44 percent of the total share capital with a right to vote.

At the EGM held in Lucerne, shareholders approved the creation of a capital band, authorising the Board of Directors to issue up to 72,205,459 fully paid-up registered shares with a nominal value of CHF 0.01 each. These shares may be used to directly or indirectly deliver consideration shares to Crayon shareholders and to finance the acquisition of Crayon shares, respectively, in connection with the contemplated transaction.
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In addition, shareholders elected Crayon co-founders Rune Syversen and Jens Rugseth as new members of the Board of Directors for a term of office ending at the Annual General Meeting in 2026, subject to and effective upon completion of SoftwareOne’s offer to acquire Crayon.

Daniel von Stockar, Chairman of the Board of Directors of SoftwareOne, said “With today’s shareholder approval, a further important step toward the combination with Crayon has been taken. I would like to thank our shareholders for their trust and continued support. We will now work to complete the transaction and prepare for a smooth integration, with a view to unlocking the significant value creation potential for shareholders.”

Indicative timetable
14 March - 29 April 2025 Tender offer period, as extended
16 May 2025 SoftwareOne AGM
June 2025 Completion of transaction, subject to receipt of required regulatory approvals

The final results of the EGM are available on SoftwareOne’s website here.

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, as supplemented by the prospectus supplement dated 28 March 2025 (the “Prospectus Supplement”), 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.

Kilde

TekBot april 14, 2025, 5:01am #520

UPDATE ON ACCEPTANCES IN THE RECOMMENDED VOLUNTARY OFFER TO ACQUIRE ALL ISSUED AND OUTSTANDING SHARES OF CRAYON GROUP HOLDING ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

SoftwareOne Holding AG (SIX: SWON) (“SoftwareOne” or the “Offeror”), a leading global software and cloud solutions provider, today announced that it controls a total of 59,286,982 shares or approximately 66.2% at the end of the initial acceptance period of its recommended voluntary share and cash offer for Crayon Group Holding ASA (“Crayon” and the “Offer”). As announced on 11 April 2025, the offer period under the Offer (the “Offer Period”) has been extended until 29 April 2025, 16:30 CEST.
…

Vis børsmeldingen

Reference is made to the stock exchange announcement published on 14 March 2025 regarding launch of the Offer at a price of NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share. The detailed terms of the Offer are further set out in the combined offer document and prospectus for the offer and secondary listing of SoftwareOne’s shares on Euronext Oslo Børs dated 14 March 2025, as supplemented by the prospectus supplement dated 28 March 2025 (together, the “Prospectus”). Reference is further made to the stock exchange announcement published by SoftwareOne on 11 April 2025 regarding the extension of the Offer Period until 29 April 2025 at 16:30 CEST.

As of expiry of 11 April 2025, and subject to customary verification, SoftwareOne has received acceptances of the Offer for a total of 53,027,369 shares, representing approximately 59.2% of Crayon’s issued and outstanding share capital (excluding treasury shares owned by Crayon). This excludes shares already controlled by SoftwareOne of approximately 6.98%. Including those shares, SoftwareOne controls approximately 66.2% of the total issued and outstanding shares in Crayon.

The Offer Period expires at 16:30 CEST on 29 April 2025. The Offeror maintains its right to further extend the Offer Period (one or more times) on the terms and conditions set out in the Prospectus, but not beyond 23 May 2025.
The Offer is only capable of being accepted pursuant to the Prospectus, and the complete terms and conditions for the Offer are included in the Prospectus. The completion of the Offer is subject to certain conditions, as further set out in section 5.2.4 (“Closing Conditions”) of the Prospectus. Subject to regulatory restrictions in certain jurisdictions, the Prospectus is 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.

Indicative timetable
14 March - 29 April 2025: Tender offer period, as extended
16 May 2025: SoftwareOne AGM
June 2025: Completion of transaction, subject to receipt of required regulatory approvals

IMPORTANT INFORMATION
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 Prospectus 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. 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 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.

Kilde

TekBot april 14, 2025, 5:15am #521

Disclosure of large shareholding

Reference is made to the stock exchange announcements made under the ticker CRAYN on 22 December 2022 and 2 April 2024 (the “Announcements”) regarding a total return swap (“TRS”) agreement by SoftwareOne Holding AG (“SoftwareOne”) with financial exposure to 4,578,588 underlying shares in Crayon Group Holding ASA (“Crayon”).

Effective today, SoftwareOne entered into an amendment agreement related to the TRS, stipulating, amongst other, that (i) SoftwareOne is granted a right to elect either physical or cash settlement under otherwise equal swap terms to those detailed in the Announcements, and (ii) settlement of the TRS will be expedited upon completion of its voluntary offer to acquire all outstanding Crayon shares.
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SoftwareOne currently holds 1,681,025 shares in Crayon, representing approximately 1.87% of Crayon’s total number of shares and votes. Following the TRS amendment and including the shares owned, SoftwareOne’s financial exposure in Crayon remains unchanged at 6,259,613 shares, until maturity or termination of the TRS agreement, representing approximately 6.98% of the total number of shares in Crayon.

This information is subject to the disclosure requirements pursuant to section 4-3, cf. section 4-2 (1) of the Norwegian Securities Trading Act.

Kilde