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     129  0 Kommentare SoftwareOne to combine the requested EGM with the upcoming AGM

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    • SoftwareOne to combine EGM with AGM on 18 April 2024 for efficiency.
    • Shareholder group proposes full replacement of Board of Directors.
    • Board rejects Bain Capital's offer, believes in SoftwareOne's value.
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    SoftwareONE Holding AG / Key word(s): Miscellaneous/Miscellaneous
    SoftwareOne to combine the requested EGM with the upcoming AGM

    12-Feb-2024 / 07:00 CET/CEST
    Release of an ad hoc announcement pursuant to Art. 53 LR
    The issuer is solely responsible for the content of this announcement.


    Media Release - ad hoc announcement pursuant to Art. 53 LR

    SoftwareOne to combine the requested EGM with the upcoming AGM

    Stans, Switzerland I 12 February, 2024 – SoftwareOne Holding AG, a leading global software and cloud solutions provider, today announces that the Board of Directors has decided to hold the Extraordinary General Meeting (EGM), requested by the shareholder group of Daniel von Stockar, B. Curti Holding AG, and René Gilli, in conjunction with the upcoming Annual General Meeting (AGM). For efficiency reasons, the Board intends to combine the two meetings into one by convening both for 18 April 2024 (the AGM was originally scheduled for 2 May 2024). The EGM invitation, including the proposal of the aforementioned shareholders group, will be published no later than 6 March 2024.

    The shareholder group’s proposal calls for the full replacement of the existing Board of Directors with the exception of Daniel von Stockar, in order to pursue a contemplated takeover by the co-bidder group consisting of Daniel von Stockar, the other founding shareholders and Bain Capital. To ensure an appropriate corporate governance review, the Nomination Committee will invite the candidates proposed by the shareholder group for interviews. Based on this, the Board will give its own recommendation to the SoftwareOne shareholders for their vote at the shareholders meeting.

    The Board reiterates that various value creation options were evaluated during the strategic review, including a sale of SoftwareOne. Following an extensive due diligence process, the Board received only a non-binding indication contemplating a potential value of CHF 18.80 per share from Bain Capital. The Board concluded after a thorough review of the proposal, based on its own fair value expectation and expert advice, including an independent fairness opinion, that the non-binding value indication did not reflect the fundamental value of SoftwareOne. In fact, the indicative value was well below the fairness opinion from the independent expert as well as the Board's own value considerations. Moreover, it was not plausible that an offer at the suggested price level would in a tender offer eventually pass a minimum acceptance threshold of 2/3 of shares outstanding.

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    SoftwareOne to combine the requested EGM with the upcoming AGM SoftwareONE Holding AG / Key word(s): Miscellaneous/Miscellaneous SoftwareOne to combine the requested EGM with the upcoming AGM 12-Feb-2024 / 07:00 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible …

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