Crayon Group Holding (CRAYN)

TekBot · april 30, 2025, 5:00am

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 75,022,867 shares or approximately 83.8% as of 18:00 CEST on 29 April 2025 in its recommended voluntary share and cash offer for Crayon Group Holding ASA (“Crayon” and the “Offer”). As announced on 29 April 2025, the offer period under the Offer (the “Offer Period”) has been extended one last time until 6 May 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 on 29 April 2025 regarding the final extension of the Offer Period until 6 May 2025 at 16:30 CEST.

As of 18:00 CEST on 29 April 2025, and subject to customary verification, SoftwareOne has received acceptances of the Offer for a total of 68,763,254 shares, representing approximately 76.8% of Crayon’s issued and outstanding share capital (excluding treasury shares owned by Crayon). This excludes shares already controlled by SoftwareOne of approximately 7.0%. Including those shares, SoftwareOne controls approximately 83.8% of the total issued and outstanding shares in Crayon.

The Offer Period expires at 16:30 CEST on 6 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.

As previously announced, the Offeror has decided to waive the closing condition relating to minimum acceptance of the Offer. The Offer remains subject to the remaining closing conditions, including regulatory approvals.
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 - 6 May 2025 Tender offer period, as extended
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 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.

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

Sander57 · april 30, 2025, 6:37am

De forlenger stadig fristen, det kan tyde på at tilbudet er for dårlig og at det derfor ikke er tilstrekkelig aksjonærer som vil kvitte seg med sine CRAYN-aksjer. Med dagens kurs på SWON og vekslingskurs på CHF, kan man selge på 128 og komme ut av dealen uten å bli sittende igjen med SWON-aksjer.

TekBot · mai 5, 2025, 5:00am

SoftwareOne announces two days remaining in final 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 final offer period for the recommended voluntary offer of SoftwareOne Holding AG (SIX: SWON) to acquire all outstanding shares of Crayon expires tomorrow, 6 May 2025, at 16:30 CEST.
…

Vis børsmeldingen

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. Reference is further made to the stock exchange announcement published on 29 April 2025 regarding the final extension of the offer period.

The offer period under the offer expires tomorrow, 6 May 2025, at 16:30 CEST.

The offer period will not be further extended.

As previously announced, SoftwareOne has decided to waive the closing condition relating to minimum acceptance of the offer.

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 fulfilment or waiver of 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 - 6 May 2025 Tender offer period, as extended
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 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

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 · mai 6, 2025, 5:00am

SoftwareOne announces last day in final 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.

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. Reference is further made to the stock exchange announcement published on 29 April 2025 regarding the final extension of the offer period.
…

Vis børsmeldingen

The offer period under the offer expires 16:30 CEST today, 6 May 2025.

The offer period will not be further extended.

As previously announced, SoftwareOne has decided to waive the closing condition relating to minimum acceptance of the offer.

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 fulfilment or waiver of 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 – 6 May 2025 Tender offer period, as extended
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 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

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 · mai 6, 2025, 4:00pm

SoftwareOne reaches over 90% in Crayon at the end of the offer period

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), a leading global software and cloud solutions provider, today announced a preliminary result of over 90% of Crayon’s share capital by the end of the offer period today at 16:30 CEST under its recommended voluntary share and cash offer.
…

Vis børsmeldingen

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. Reference is further made to the stock exchange announcement published on 29 April 2025 regarding the extension of the offer period.

By the end of the offer period today at 16:30 CEST, SoftwareOne has received acceptances under the offer, which, taken together with the shares already owned or controlled by SoftwareOne, exceed 90% of the issued and outstanding share capital and voting rights in Crayon.

Raphael Erb, CEO of SoftwareOne, stated “Reaching 90% is a strong and unambiguous vote of confidence in the future we are shaping for the combined company. With this clear mandate from shareholders, we are well positioned to finalize the transaction and remain fully convinced of the strategic and financial value this combination will deliver for all stakeholders.”

Melissa Mulholland, CEO of Crayon, added “We’re pleased with the support shown by our shareholders and the alignment it reflects. As we take this next step, our key priority will be combining our strengths to accelerate innovation, deliver value, and create new opportunities for our people and customers.”

The calculation of the number of shares tendered in the offer is preliminary and remains subject to potential adjustments through a verification process currently undertaken by the receiving agent. The final result of the offer will be announced once confirmed by the receiving agent.

Completion of the offer is expected in June 2025 and remains subject to certain closing conditions, including outstanding regulatory approvals, as further set out under section 5.2.4 of the prospectus. Regulatory 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 France, Italy, Romania, Slovenia, by no-objection notice in Australia and by consultation in Czech Republic.

At the same time, the dual listing process of the SoftwareOne shares is on track, with the listing application with the Oslo Stock Exchange expected to be filed on 7 May 2025.
Upon completion of the offer, SoftwareOne intends to carry out a compulsory acquisition of the remaining Crayon shares pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of the Norwegian Securities Trading Act.

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

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 · mai 7, 2025, 5:02am

SoftwareOne announces final result of the 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.

SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud solutions provider, today announced a final result of 91.6% of Crayon’s share capital at the end of the extended offer period in its recommended voluntary share and cash offer.
…

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Reference is made to SoftwareOne’s 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. Reference is further made to the stock exchange announcement published on 6 May 2025 regarding the preliminary result of the offer. The offer period expired on 6 May 2025 at 16:30 CEST.

The offer was accepted for a total of 75,749,590 Crayon shares, which, taken together with the 6,259,613 Crayon shares which SoftwareOne already owns or controls, equals approximately 91.6% of the total issued and outstanding share capital and voting rights in Crayon.

The offer remains subject to the remaining closing conditions, including outstanding regulatory approvals. Subject to fulfilment of the remaining closing conditions, settlement of the offer will be made pursuant to the terms of the prospectus and take place no later than twenty business days after the date on which SoftwareOne has announced a settlement notification. Completion of the transaction is expected in June 2025.
Upon a successful completion of the offer, SoftwareOne intends to carry out a compulsory acquisition of the remaining Crayon shares pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of the Norwegian Securities Trading Act.

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

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 · mai 7, 2025, 10:01am

Crayon Group Holding ASA: Minutes from Annual General Meeting 2025

TekBot · mai 9, 2025, 1:39pm

Crayon: Invitation to Q1 2025 presentation

Crayon Group Holding ASA will publish its Q1 2025 financial results on May 21, 2025, at 7:00 am CET.

CEO Melissa Mulholland and CFO Brede Huser will present the results in a live webcast at 8:30 am CET.
…

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The materials and webcast can be accessed at www.crayon.com/investor-relations/.

There will be a Q&A session after the presentation. To join the conference call by telephone and ask questions, please use the information below.

Dial in numbers:

DK: +45 7876 8490

SE: +46 8 1241 0952

NO: +47 2195 6342

UK: +44 203 769 6819

US: +1 646-787-0157

DE: +49 30 21789327

Conference Code: 115901

A recording of the presentation and Q&A session will be available on-demand after the live event has concluded.

Investor contact:

Kjell Arne Hansen Head of Investor Relation & Corporate Finance

ir@crayon.com

+47 950 40 372

About Crayon

Crayon is a customer-centric innovation and IT services company with over 4000 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.

Kilde

TekBot · mai 21, 2025, 5:01am

Solid growth in international markets and continued strong working capital performance

Crayon Group Holding ASA today reported its results for the first quarter 2025. The company delivered a gross profit growth of 5 percent and an adjusted EBITDA margin of 12.1 percent. Not least, the company delivered strong net working capital of NOK minus 1,486.

“I’m pleased with our solid international growth this quarter and that we continue to demonstrate our ability to deliver strong net working capital. However, the performance in parts of the Nordics was disappointing, consequently impacting our overall figures,” said CEO Melissa Mulholland.
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“Going forward, we are well positioned to drive continued profitable growth based on market position, strong CSP capability and service offering. As we experience strong demand, not least in the public sector, we are scaling up and onboarding new colleagues across key markets. At the same time, we are preparing for the combination of SoftwareOne and Crayon, which will further enable us to capitalize on our mutual strengths, not least our hyperscaler partnerships, including with Microsoft, Google and AWS,” said Mulholland.

Key figures

Gross Profit NOK 1,546m

Adjusted EBITDA NOK 186m

Net Working Capital NOK -1,486m

The financial report and presentation for Q1 2025 are enclosed and available at Investor Relations - Crayon. CEO Melissa Mulholland and CFO Brede Huser will present the results in a live webcast at 8:30 am CET that can be accessed at www.crayon.com/investor-relations. It will be possible to submit
questions online.

To join the conference call by telephone and ask questions, please use the information below:

Dial in numbers:
DK: +45 7876 8490
SE: +46 8 1241 0952
NO: +47 2195 6342
UK: +44 203 769 6819
US: +1 646-787-0157
DE: +49 30 21789327
Conference Code: 115901

A recording of the webcast will be available on-demand after the live event has concluded.

Investor contact:
Kjell Arne Hansen
Head of Investor Relations and Corporate Finance
ir@crayon.com

About Crayon

Crayon is a customer-centric innovation and IT services company with over 4000 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.

Kilde

TekBot · mai 21, 2025, 5:49am

Correction: Presentation updated with missing FY 2025 Outlook slide

Reference is made to the stock exchange announcement published today at 07:00 CET regarding the Q1 2025 results for Crayon Group Holding ASA.

Attached an updated version of the Q1 2025 results presentation to include the outlook slide, which was unintentionally omitted in the original version released earlier this morning.
…

Vis børsmeldingen

No other changes have been made to the presentation.

Investor contact:
Kjell Arne Hansen
Head of Investor Relations and Corporate Finance
ir@crayon.com

About Crayon
Crayon is a customer-centric innovation and IT services company with over 4000 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.

Kilde

TekBot · juni 10, 2025, 5:01am

FULFILMENT OF CLOSING CONDITIONS AND SETTLEMENT NOTIFICATION UNDER THE VOLUNTARY OFFER IN 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.

10 June 2025
…

Vis børsmeldingen

SoftwareOne Holding AG (SIX: SWON) (“SoftwareOne”), a leading global software and cloud solutions provider, today announced that the last closing conditions have been met in its recommended voluntary offer to acquire all outstanding shares of Crayon Group Holding ASA (“Crayon”).

Reference is made to SoftwareOne’s recommended voluntary share and cash offer for all issued and outstanding shares in Crayon (the “Offer”), 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, as supplemented (the “Prospectus”). Reference is further made to the stock exchange announcement published by SoftwareOne on 6 May 2025 where SoftwareOne announced that it had reached over 90% in Crayon at the end of the offer period.

SoftwareOne hereby announces that the closing conditions “Listing Approval” and “Regulatory Approvals” as set out in the Prospectus under section 5.2.4, have been satisfied, including the receipt of all required regulatory approvals. The closing conditions relating to “Minimum acceptance” and “Offeror EGM” have, as previously announced, also been satisfied. This announcement thus constitutes the “Settlement Notification” pursuant to section 5.2.14 of the Prospectus.

Further, SoftwareOne hereby announces that settlement of the Offer is expected to take place on or about 2 July 2025. Settlement of the Offer will remain subject to the other closing conditions as set out in section 5.2.4 in the Prospectus until completion of the settlement.

Each shareholder having accepted the Offer will receive NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share. Settlement of the cash and share consideration will be made in accordance with section 5.2.14 of the Prospectus.

SoftwareOne is currently in the process of completing a secondary listing of the SoftwareOne shares on Euronext Oslo Børs. The first day of trading on Euronext Oslo Børs is expected to take place on or about 3 July 2025.

Upon completion of the Offer, subject to the closing conditions, SoftwareOne intends to carry out a compulsory acquisition of the remaining shares in Crayon pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22 of the Norwegian Securities Trading Act. Following the compulsory acquisition, SoftwareOne will pursue a delisting of the shares in Crayon from Euronext Oslo Børs.

For more information on the Offer and secondary listing, please refer to Prospectus, which, subject to regulatory restrictions in certain jurisdictions, is available at www.paretosec.com/transactions. The Prospectus will also be made available at SoftwareOne’s website following settlement of the Offer.

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. 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 · juni 10, 2025, 5:05am

CRAYON GROUP HOLDING ASA - DISCLOSURE OF LARGE SHAREHOLDING BY SOFTWAREONE

10 June 2025

Reference is made to SoftwareOne Holding AG’s (“SoftwareOne”) recommended voluntary share and cash offer for all issued and outstanding shares in Crayon Group Holding ASA (“Crayon”) (the “Offer”), 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, as supplemented (the “Prospectus”), and the settlement notification made earlier today on 10 June 2025 (the “Settlement Notification”).
…

Vis børsmeldingen

As described in the Settlement Notification, the final closing conditions for the Offer “Listing Approval” and “Regulatory Approvals” have been satisfied. Settlement of the Offer is expected to take place on or about 2 July 2025.

As previously announced, the Offer was accepted for a total of 75,749,590 Crayon shares, which, taken together with the 1,681,025 Crayon shares already owned by SoftwareOne and the 4,578,588 underlying Crayon shares from a total return swap (TRS) agreement, equals approximately 91.6% of the total issued and outstanding share capital and voting rights in Crayon.

Following completion of the Offer, SoftwareOne will own [82,009,203] shares in Crayon, representing approximately 91.6% of the outstanding share capital and voting rights, and thereby cross the mandatory notification threshold of 90% set out in section 4-2 of the Norwegian Securities Trading Act.

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

TekBot · juni 10, 2025, 10:13am

Mandatory notification of trade by primary insiders and their close associates

Oslo, 10 June 2025. Reference is made to SoftwareOne Holding AG’s (“SoftwareOne”) recommended voluntary share and cash offer for all issued and outstanding shares in Crayon Group Holding ASA (the “Company” or “Crayon”) (the “Offer”), 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, as supplemented (the “Prospectus”), and the Settlement Notice published by SoftwareOne earlier today, including an announcement that the closing conditions “Listing Approval” and “Regulatory Approvals” as set out in the Prospectus under section 5.2.4, have been satisfied, including the receipt of all required regulatory approvals.

The below primary insiders and their close associates have accepted the Offer, as further described in the Prospectus section 5.2.19, to sell all their shares in the Company to SoftwareOne in the Offer at the offer price (NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share):
…

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Gudmundur Adalsteinsson, Chief Sales Officer

Wenche Marie Agerup, Board member

CDR Holding AS

Julie Erika Lorch-Falch Chrissafopoulos, Deputy employee representative, Board of Directors

Kjell Arne Hansen, Head of Investor Relations

Timothy Jay Herland, Deputy employee representative, Board of Directors

Brede Huser, Chief Financial Officer

Karbon Invest AS

Lars Hatlen Larhammer, Employee representative, Board of Directors

Bente Liberg/Goodcharma AS, CHRO

Marina Lønning, Board member

Kyle Stephen Mulholland

Melissa Mulholland, Chief Executive Officer

Dagfinn Ringås, Board member

Rugz AS

Sevencs AS

Rune Syversen, Chairman of the Board

Jon Birger Syvertsen, Chief Operating Officer

Grethe Viksaas, Board member

Mette Wam, Sub employee representative

Wam Invest AS

Please refer to the attached notifications of the transactions for further details.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act, EU Market Abuse Regulation Article 19 and Euronext Oslo Rule Book II.

Kilde

TekBot · juni 10, 2025, 11:45am

Disclosure of large shareholding by Karbon Invest AS resulting from accept of offer

Oslo, 10 June 2025. Reference is made to SoftwareOne Holding AG’s (“SoftwareOne”) recommended voluntary share and cash offer for all issued and outstanding shares in Crayon Group Holding ASA (“Crayon”) (the “Offer”) and the settlement notification made earlier today on 10 June 2025 (the “Settlement Notification”). Karbon Invest AS (“Karbon”) has accepted the Offer for all its shares in Crayon.

Following completion of the Offer, Karbon will own 0 shares in Crayon, representing 0% of the outstanding share capital and voting rights, and thereby cross below the mandatory notification threshold of 5% set out in section 4-2 of the Norwegian Securities Trading Act. Karbon is indirectly controlled by Jens Rugseth. Karbon is directly controlled by Rugz AS and Rugz II AS, companies directly controlled by Mr. Rugseth, and Karbon is a company closely associated with Rune Syversen, chairman of the board in Crayon.
…

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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

TekBot · juni 10, 2025, 12:09pm