Softwareone Holding Ltd. · SIX:SWON
Softwareone — Merger or Acquisition (December 2024)
25 slides from Softwareone's merger presentation, Dec 19, 2024
Slide 1: Combining two leading global providers of software and cloud solutions
Combining two leading global providers of software and cloud solutions Investor presentation 19 December 2024
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DI
Slide 3: Disclaimer (cont'd)
Disclaimer (cont’d) Forward-looking statements This Presentation may contain certain forward-looking statements relating to the Company and/or the Group and its future business, development and economic performance. Forward-looking statements concern future circumstances and results and other statem
Slide 4: Agenda
Agenda 01 Highlights 02 Strategic rationale Raphael Erb Melissa Mulholland CEO SoftwareOne CEO Crayon 03 Financial impact 04 Final remarks 05 Q&A Rodolfo Savitzky CFO SoftwareOne Confidential
Slide 5: SoftwareOne & Crayon – significant value creation for shareholders
SoftwareOne & Crayon – significant value creation for shareholders 01 Combining two leading global providers of software and cloud solutions 02 Compelling strategic rationale based on highly complementary businesses 03 Highly accretive for shareholders driven by substantial synergy potential 5 Confi
Slide 6: Transaction overview
Transaction overview Key highlights • SoftwareOne to launch a recommended voluntary offer for the acquisition of all outstanding shares in Crayon • Unanimous approval from Boards of Directors of both companies; pre-commitments from Crayon founding shareholders with 5% of share capital and full suppo
Slide 7: Compelling strategic and financial rationale
Compelling strategic and financial rationale 01 Highly complementary geographical footprint, customer base and offering 02 Customer-centric business models with a large marketplace and differentiated service offering 03 Uniquely positioned to capitalise on fast-growing USD 150 billion market 04 Incr
Slide 8: Introduction to Crayon
Introduction to Crayon Crayon in brief Revenue(1) CHFm, Reported growth (CAGR (%)) • Founded in 2002, Crayon is a global leader in software and cloud procurement and services, with an industry-leading CSP offering +26% • Global Microsoft Partner of the Year 2024 for Scale Solutions (LSP) 510 557 415
Slide 9: Uniquely positioned to capitalise on market opportunity
Uniquely positioned to capitalise on market opportunity Serviceable addressable market(1) Even better positioned to capitalise on mega-trends USDbn, % CAGR +17% Public cloud adoption continues to accelerate 149 30 Increasing focus on managing cloud spend 93 +15%(2) 19 Data & AI revolution 120 +18% 7
Slide 10: Highly complementary geographic presence with extensive global reach
Highly complementary geographic presence with extensive global reach Revenue by region CHFm, % of total combined revenue(1) Based on LTM to Q3 2024 NORDICS ~15% REST OF EMEA ~25% DACH ~20% NORAM ~15% APAC(2) ~20% SoftwareOne contribution Crayon contribution LATAM ~5% (1) Conversion from NOK to CHF b
Slide 11: Strong fit to create an enhanced offering
Strong fit to create an enhanced offering Portfolio breakdown Based on LTM revenue to Q3 2024 • Large, global marketplace with SoftwareOne Crayon Indicative combination improved breadth and depth • Strengthened combined value proposition in Cloud Services, ITAM / SAM / Finops, Data & AI, and securit
Slide 12: Strategic partnership with Microsoft
Strategic partnership with Microsoft On a combined basis “SoftwareOne and Crayon have been strategic channel partners for Microsoft, and we are grateful for the work 30+ years 20 both companies have done to serve our joint customers over the years. of successful partnership Specialisations & Azure E
Slide 13: Aligned go-to-market model with differentiated services offering
Aligned go-to-market model with differentiated services offering Customer segment(1) Differentiated services • Strong customer complementarity, with SoftwareOne leading in • Commercial Advisory Enterprise segment and Crayon • Digital Supply Chain strong in Corporate / SME / Public • Custom AI soluti
Slide 14: Diverse and dedicated teams of industry experts with shared values
Diverse and dedicated teams of industry experts with shared values and strong cultural alignment On a combined basis Pace Customer- focused ~13,000 Agility Integrity FTEs Employee satisfaction 70+ Discipline Speed Countries Passion 10k+ Quality Cloud certifications(1) 650+ Humble Data & AI experts 1
Slide 15: Combined financial overview
Combined financial overview SoftwareOne Crayon(2) Illustrative combination (excluding synergies) LTM to Q3 2024(1) Gross billings 11.4 4.4 15.8 (CHFbn) Revenue 1,037 557 1,595 (CHFm, % growth YoY ccy) 6.0% 11.3% 7.9% Adj. EBITDA 247 87 334 (CHFm, % margin) 23.8% 15.7% 20.9% No. of FTEs ~9,000 ~4,000
Slide 16: Accelerated growth and profitability driven by substantial tangible synergies
Accelerated growth and profitability driven by substantial tangible synergies Key synergy areas Expected phasing of cost synergy realisation % of run-rate target synergy amount • Access to expanded customer base and larger accounts given combined capabilities Revenue • Cross & upsell opportunities b
Slide 17: Offer structure
Offer structure Offer structure NOK per share • Recommended voluntary stock and cash offer by SoftwareOne 172.5 • 36% premium to undisturbed • Valuation basis of Crayon at NOK 172.5 per share, 144 • 13% premium to SoftwareOne at CHF 10 per share, and 40% cash / share price(1) undisturbed 60% shares
Slide 18: Healthy post-transaction capital structure and deleveraging
Healthy post-transaction capital structure and deleveraging Indicative proforma leverage profile • Transaction structured as stock and cash offer by SoftwareOne Net debt / adjusted EBITDA (x)(1) Year-end 31 December • Share consideration assumes issuance of up to 72 million new SoftwareOne shares, s
Slide 19: Final remarks – value creation for all stakeholders
Final remarks – value creation for all stakeholders Shareholders Customers & partners Vendors Employees Highly strategic Global scale and critical Leading marketplace to Strong cultural transaction mass across markets access customers alignment Accelerated growth and Improved marketplace Qualified e
Slide 20: Confidential
20 Confidential
Slide 21: Appendix
Appendix 21 Confidential
Slide 22: Introduction to SoftwareOne
Introduction to SoftwareOne Scaled software and cloud Broad IT solutions offering Diverse & long-standing Global, diverse and highly solutions provider catering to customers' needs blue-chip customer base qualified talent base Based on 2023 revenue Based on 2023 revenue Based on FTEs as at 31 Dec 20
Slide 23: Focus on lead business, expanding to high-growth segments
Focus on lead business, expanding to high-growth segments Fast-tracking Accelerating data & AI adoption the cloud journey • Data foundations and modernisation • Application modernisation • Data capabilities • Application development • Automated data management • DevOps • Advanced analytics and AI •
Slide 24: Crayon geographic presence and segment split
Crayon geographic presence and segment split Geographical split of gross profit Software & cloud Share of total gross profit by region, LTM to Q3 2024(1) Software & • License offering directly towards end-customers 38% Cloud Direct • Software license advisory, support, and access to Nordics Crayon’s
Slide 25: Crayon has an attractive position across three customer value streams
Crayon has an attractive position across three customer value streams Software & Cloud Software & Cloud Consulting Economics Direct & Channel Services Illustrative customer journey – services-led approach Market • Highly fragmented competitive landscape • Fast-growing market • Large market with mult
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