Tisdag 6 Maj | 13:58:10 Europe / Stockholm

Kalender

Est. tid*
2026-02-11 08:00 Bokslutskommuniké 2025
2025-11-05 08:00 Kvartalsrapport 2025-Q3
2025-08-27 08:00 Kvartalsrapport 2025-Q2
2025-05-21 08:00 Kvartalsrapport 2025-Q1
2025-05-08 N/A X-dag ordinarie utdelning CRAYN 0.00 NOK
2025-05-07 N/A Årsstämma
2025-02-12 - Bokslutskommuniké 2024
2024-11-06 - Kvartalsrapport 2024-Q3
2024-08-29 - Kvartalsrapport 2024-Q2
2024-05-16 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2024-05-15 - Årsstämma
2024-05-07 - Kvartalsrapport 2024-Q1
2024-02-14 - Bokslutskommuniké 2023
2023-11-08 - Kvartalsrapport 2023-Q3
2023-08-24 - Kvartalsrapport 2023-Q2
2023-05-23 - Kvartalsrapport 2023-Q1
2023-04-27 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2023-04-26 - Årsstämma
2023-02-14 - Bokslutskommuniké 2022
2022-10-25 - Kvartalsrapport 2022-Q3
2022-08-17 - Kvartalsrapport 2022-Q2
2022-05-20 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2022-05-20 - Årsstämma
2022-05-11 - Kvartalsrapport 2022-Q1
2022-02-15 - Bokslutskommuniké 2021
2021-10-26 - Kvartalsrapport 2021-Q3
2021-08-11 - Kvartalsrapport 2021-Q2
2021-05-11 - Kvartalsrapport 2021-Q1
2021-04-19 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2021-04-16 - Årsstämma
2021-02-16 - Bokslutskommuniké 2020
2020-10-28 - Kvartalsrapport 2020-Q3
2020-08-11 - Kvartalsrapport 2020-Q2
2020-05-12 - Kvartalsrapport 2020-Q1
2020-04-27 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2020-04-24 - Årsstämma
2020-02-11 - Bokslutskommuniké 2019
2019-10-29 - Kvartalsrapport 2019-Q3
2019-08-13 - Kvartalsrapport 2019-Q2
2019-05-09 - Kvartalsrapport 2019-Q1
2019-04-26 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2019-04-25 - Årsstämma
2019-02-12 - Bokslutskommuniké 2018
2018-11-13 - Kvartalsrapport 2018-Q3
2018-08-22 - Kvartalsrapport 2018-Q2
2018-05-15 - Kvartalsrapport 2018-Q1
2018-05-09 - X-dag ordinarie utdelning CRAYN 0.00 NOK
2018-05-08 - Årsstämma
2018-02-20 - Bokslutskommuniké 2017

Beskrivning

LandNorge
ListaOslo Bors
SektorTjänster
IndustriIT-konsult & onlinetjänster
Crayon Group Holding är en IT-koncern. Bolaget är specialiserade inom utvecklandet av SAM, Software Asset Management, samt i rådgivning och hantering av licensiering som berör programvara,, moln- och volymlicensiering. Tjänster som erbjuds inkluderar utveckling av processdesign, optimeringar och molnbaserade lösningar. Utöver erbjuds utbildningar inom arbetsområdet. Koncernen har verksamhet på global nivå, med störst närvaro inom Europa, Nordamerika och Asien. Huvudkontoret ligger i Oslo.
2025-04-29 16:15:00
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"). Reference is further made to the stock exchange announcement published
on 11 April 2025 regarding the extension of the offer period under the Offer
(the "Offer Period"). 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").

SoftwareOne hereby announces a final extension of the Offer Period until 16:30
CEST on 6 May 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.

As a consequence of the extension of the Offer Period, the settlement of the
Offer will be postponed correspondingly.

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.

As of today at 16:00 CEST, SoftwareOne has received acceptances under the Offer,
which, taken together with the Crayon shares already owned or controlled by
SoftwareOne, exceed 80% of the total issued and outstanding shares in Crayon.

SoftwareOne has further decided to waive the closing condition relating to
minimum acceptance of the Offer, as further set out under section 5.2.4
("Closing Conditions") of the Prospectus (the "Minimum Acceptance Condition").
The waiver of the Minimum Acceptance Condition as set out herein entails that
the Offer is no longer conditional on the receipt of additional acceptances in
the Offer.

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 in a separate stock exchange announcement before trading on Euronext Oslo
Børs opens on 30 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, by no-objection in
Australia 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.

On 11 April 2025, an extraordinary general meeting of SoftwareOne was held. All
proposals put forward by the board of directors of SoftwareOne in support of the
Offer were approved by a large majority, including 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. The extraordinary
general meeting was held in connection with the closing condition "Offeror EGM",
as further set out in sections 5.2.4 ("Closing Conditions") and 5.4.8
("Information about the Consideration Shares and the Offeror's EGM") of the
Prospectus. For further details, please also refer to the stock exchange
announcement published on 11 April regarding the extraordinary general meeting.

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 - 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.