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In
its response, SoftwareOne board, said the offer "materially
undervalues" the company and was not in its best interest or
that of the majority of its shareholders.
Bain has made an all cash offer of 18.50 Swiss francs per share
to take the company private, it said. The offer represented a
33% premium to the closing price on May 31, when it was
presented to SoftwareOne's directors.
The company's shares, which closed at 15.17 Swiss francs on
Wednesday, were up 19.8% in pre-market trade.
"The proposal is subject to the satisfactory outcome of a
customary due diligence, which the Board of Directors of
SoftwareOne has been asked to facilitate, as well as other
customary conditions," Bain said.
SoftwareOne, based in Stans, central Switzerland, helps
companies manage software purchases from vendors such as
Microsoft, Adobe and IBM. It floated on the Swiss exchange in
2019.
Bain said its proposal was supported by founding shareholders
Daniel von Stockar, B Curti Holding and Rene Gilli, who together
hold 29.1% of the company.
"The founding shareholders provide their full commitment to the
proposed transaction and to Bain Capital as the partner for the
transaction, and they expect to roll over a significant part of
their investment to help facilitate it," Bain said.
In its statement, SoftwareOne confirmed that the "indicative,
unsolicited and non-binding offer from Bain Capital" it had
received was supported by those shareholders. However, the
board, from which von Stockar recused himself, "unanimously
agreed that the proposal materially undervalues the company and
is not sufficiently substantiated."
($1 = 0.9035 Swiss francs)
(Reporting by John Revill; Editing by Tomasz Janowski)
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