Axway Announces Entering Into Exclusive Discussions to Acquire Most of Sopra Banking Software Activities

Regulatory News:

Axway (Paris:AXW) today announces entering into exclusive discussions regarding the potential acquisition of most of Sopra Banking Software (“SBS”) activities, which are currently part of Sopra Steria Group. This acquisition would fit perfectly Axway’s medium-term strategic roadmap, as outlined by the company over the last few years, creating a new enterprise software house with critical scale.

Axway is constantly analyzing the different strategic options open to the company to ensure the success of its growth and profitability roadmap. In this respect, the acquisition of most of SBS activities would represent a unique opportunity for Axway to expand its product portfolio and continue its development by capitalizing on its recent performance. SBS, a recognized provider of banking and financial software, would benefit from the scale and experience of a global software structure that has already transitioned to a subscription-based business model.

Axway and SBS already share a large part of their DNA. Both companies were born within Sopra Steria Group and have a common set of values, built around an independent enterprise project and a strong commitment to sustainable value creation for their stakeholders. Many mutual customers testify, through their loyalty, to the solidity of this relationship. Axway is also an OEM partner of SBS through its API Management offering, and has for many years enriched the functionalities of SBS applications with its integration solutions.

If completed, the combination would give rise to a new enterprise software house with critical scale, able to meet banking application and integration needs with increased firepower and visibility thanks to the expertise of around 5,000 employees worldwide.

The SBS activities concerned by the operation generated revenue of around €340m in 2023, representing around 80% of the subsidiary's total revenue. The combined entity would achieve revenue of around €650m, well beyond Axway's medium-term ambition as the company will be more than doubling its current revenue.

Axway would acquire the SBS activities concerned by the operation for an enterprise value of €330m. This value is subject to confirmatory due diligence and will be reviewed by an independent expert (Cabinet Finexsi¹). Axway intends to finance the contemplated transaction through the combination of a c.€130m capital increase with preferential subscription rights² and new debt facilities for the balance, for which Axway has received a comfort letter from Société Générale and Groupe Crédit Agricole, two of its relationship banks.