However, Software AG is facing a major multi-year transformation - particularly in the shift from traditional licensing models to software-as-a-service and cloud-based applications. Silver Lake is convinced that due to the rapid digitalization of all areas of life, the technologies developed by Software AG will be of ever greater importance in the future. Silver Lake's support of Software AG has cemented itself over a year ago since its EUR 344 million convertible bond investment in February 2022 and became Software AG's strategic partner. Silver Lake's investment thesis is fully aligned with Software AG's strategy, which aims at creating value for all stakeholders and continuing to develop Software AG as a standalone company, headquartered in Darmstadt. Subject to the fulfilment of the offer conditions, closing of the transaction is expected in Q4 2023. The offer is subject to further customary conditions such as the receipt of regulatory approvals. In addition, Silver Lake also has the option to convert the convertible bonds which it purchased in February 2022 into shares equal to another 10 percent of the current share capital. At the time of the publication of the offer document, Silver Lake has already secured 30.1 percent of the share capital in Software AG, comprising a 25.1 percent stake which has been secured through an irrevocable share purchase agreement with the Software AG Foundation and another 5.0 percent stake purchased from other shareholders.
#Ag charge silver plus#
The public takeover offer is subject to a minimum acceptance threshold of 50 percent plus 1 share of the entire issued share capital including treasury shares. Shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to this date. The acceptance period will end at midnight (CET) on 14 June 2023. To tender their shares, shareholders must issue a written declaration to their respective custodian bank. Starting today, Software AG's shareholders can accept the offer and tender their shares at a price of EUR 32.00 per share, which represents a premium of 63 percent to the closing price of EUR 19.59 per share on 20 April 2023, and a 57 percent premium on the last three months volume-weighted average price (EUR 20.32 per share) at announcement. MENLO PARK, CA / ACCESSWIRE / / Mosel Bidco SE (previously named Blitz 22-449 SE), a holding company controlled by funds managed or advised by Silver Lake ("Silver Lake"), today published the offer document for the voluntary public tender offer for all outstanding shares (ISIN: DE000A2GS401) of Software Aktiengesellschaft ("SAG") following approval by the German Federal Financial Supervisory Authority ("BaFin").
The Management Board and the independent takeover committee of the co-determined Supervisory Board of Software AG intend to recommend Software AG's shareholders to accept the offer Peter Schnell and the Software AG Foundation, the longstanding 30 percent anchor shareholder of the Company, which will continue to hold a 5 percent stake subject to a lock-up Unanimous support from the independent takeover committee of the co-determined Supervisory Boardįull and unreserved support from the Company's Founder Dr. Unanimous support from the Management Board Silver Lake's offer has received vast support from key stakeholders: Silver Lake reiterates that it does not require a DPLTA to finance the Takeover Offer and hence does not intend entering into a DPLTA Silver Lake intends to delist Software AG as soon as practically possible, which is supported by Software AG's Management Board Silver Lake can optimally support Software AG in its transformation phase that is best executed in a private setting while shareholders can reap significant economics upfront Silver Lake has already secured 30.1 percent of the share capital in SAG and has the option to convert its bonds amounting to EUR 344 million into shares equal to another 10 percent of the share capitalĬash offer of EUR 32.00 per share represents a 63 percent premium on the last undisturbed closing price and a 57 percent premium on the undisturbed last three months volume-weighted average price Transaction only subject to regulatory approvals and minimum acceptance threshold of 50 percent plus 1 share Silver Lake Publishes Offer Document for Voluntary Public Tender Offer for Software AG - Acceptance Period Starts Todayįully financed offer to shareholders that can be accepted as of today until 14 June 2023 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
0 kommentar(er)
