SoftwareOne Holding AG and Crayon Group Holding ASA, two leading global providers of software and cloud solutions, today announced that they have agreed to combine. To this end, SoftwareOne will launch a recommended voluntary stock and cash offer to acquire all outstanding shares in Crayon. With total revenue of approximately CHF 1.6 billion, presence across 70+ countries and around 13,000 employees, the combined company will be excellently positioned as a preferred partner to both customers and vendors globally, driving additional growth and significant value creation for shareholders. Tender offer to be launched for the acquisition of all outstanding Crayon shares by SoftwareOne.
Key transaction highlights
Crayon shareholders to be offered 0.8233new shares in SoftwareOne and NOK 69 in cash for each Crayon share, implying an offer value of NOK 144 per share based on SoftwareOne’s undisturbed share price(1)
Offer based on a valuation of Crayon at NOK 172.5 per share, representing a premium of 36%, while SoftwareOne is valued at CHF 10 per share in the share exchange component, a premium of 38%,both compared to the respective undisturbed share prices[1]
Accelerated growth and improved profitability driven by run-rate cost synergies of CHF 80-100 million to be reached within 18 months of completion, incremental to SoftwareOne’s previously announced cost savings of over CHF 50 million, as well as significant revenue synergies driven by high business complementarity
Highly value accretive for shareholders with EPS accretion around 25%[2], and over 40% excluding implementation costs by 2026
Full support of the transaction from the founding shareholders of SoftwareOne and Crayon, holding 29% and 5% of the share capital, respectively, with the SoftwareOne founding shareholders having pre-committed to vote in favour of the necessary resolutions at a SoftwareOne shareholders’ meeting and the Crayon founding shareholders having pre-committed to tender their shares in the offer
Completion of the transaction expected in Q3 2025, subject to customary conditions, including a minimum acceptance of the offer of at least 90% of Crayon shares on a fully diluted basis, as well as SoftwareOne shareholder approval and regulatory approvals
Crayon to appoint two nominees to be proposed as additional members of the SoftwareOne Board of Directors; CEOs Raphael Erb and Melissa Mulholland to be named as Co-Chief Executive Officers of the combined company.
Compelling strategic rationale
The transaction is based on the combination of two leading global software and cloud solutions providers, with a complementary geographical footprint, customer base and offering.
The combined company will be uniquely positioned to capitalise on the USD 150 billion addressable market, which is growing at ‘mid-teens’ driven by mega-trends, including public cloud adoption and increased focus on managing cloud spend, data & AI and security. Both companies have a customer-centric business model and an aligned go-to-market approach. By joining forces, SoftwareOne and Crayon will create a larger marketplace and enhance their differentiated services offering. Their deep relationships with the hyperscalers will be further reinforced, with increased importance to vendors given combined scale and ability to offer global access across customer segments. Furthermore, SoftwareOne’s scalable global and local delivery model and transactional platform will support approximately CHF 16 billion of billings in total.
The combination delivers value creation through substantial revenue and cost synergies. Run-rate cost synergies of CHF 80-100 million within 18 months of completion have been identified, incremental to SoftwareOne’s previously announced cost savings of over CHF 50 million. They will be achieved through scale and efficiency across currently sub-scale local operations, integration of offices and functions, a scalable transactional platform with shared service centers, increased sales efficiency and improved utilisation of the combined services delivery network. Implementation costs are expected to be within the same range as the run-rate cost synergies.
In addition, significant revenue synergies have been identified, including expanded customer access, in particular to larger customer accounts, based on combined capabilities, certifications and authorisations. Significant cross- and upsell opportunities are also expected from the enhanced services offering. Furthermore, the company will be in a position to increase coverage of the SME segment by leveraging both SoftwareOne’s digital sales hubs and Crayon’s channel platform.
Daniel Von Stockar, Founding Shareholder and Chairman of The Board of Directors of SoftwareOne, said “We are excited to announce a new chapter for SoftwareOne and Crayon. This is a unique opportunity to bring together our complementary businesses, highly qualified teams and shared values based on entrepreneurial spirit. The business combination sets the stage for any ownership scenario, and we will now focus our efforts on completing the transaction successfully and integration. The compelling strategic rationale and substantial synergy potential are set to create significant value for our shareholders, including those joining from Crayon.”
We see a fast-growing market opportunity as organisations continue to drive digital transformation,” added Raphael Erb, Chief Executive Officer of SoftwareOne. “Together with Crayon, we will have a broad global presence with extensive local reach, strong hyperscaler partnerships, including with Microsoft, and enhanced service offerings to meet customer needs. Building on our strong value-based foundations as leading global providers of software and cloud solutions, we will be very well positioned to drive accelerated growth and improved profitability.”
Rune Syversen, Founding Shareholder and Chairman of the Board of Directors of Crayon, said “When we established Crayon in 2002, we had four goals: to be the customer’s trusted advisor, to deliver with quality, lead with integrity and recruit the best people. Twenty-two years later, delivering on these goals has been fundamental to our success in becoming a global leader in IT and tech services. Combining Crayon and SoftwareOne will create an even stronger global player as we represent complementary businesses with substantial synergy and profitable growth potential that will generate significant value for our shareholders and employees.”
By combining the strengths of Crayon and SoftwareOne, we are in a unique position to grow our global footprint and deliver exceptional value to our partners and customers as well as capitalise on new market opportunities. Our strong hyperscaler partnerships, including with Microsoft, will give us a strengthened services offering that will meet future customer needs,” said Melissa Mulholland, CEO of Crayon. “I look forward to working with the SoftwareOne team, and my main priority is to ensure that our strong entrepreneurial and people-first culture remains the driving force in building our future together.”
SoftwareOne and Crayon have been strategic channel partners for Microsoft, and we are grateful for the work both companies have done to serve our joint customers over the years,” said Judson Althoff, Executive Vice President and Chief Commercial Officer of Microsoft. “As these companies come together, I’m excited to see the added value it will bring customers such as broader geographical coverage and enhanced service offerings to support their business transformation needs.”
