SoftwareOne merges with Crayon: the advisors

Walder Wyss advised SoftwareOne Holding on its merger proposal with Crayon Group Holding, advised by Bär & Karrer. Lenz & Staehelin advised SofwareOne on financing matters relating to the transactions.

SoftwareOne will launch a recommended voluntary stock and cash offer to acquire all outstanding shares in Crayon. The offer price of the operation comprises NOK 69 in cash and 0.8233 new shares in SoftwareOne, implying an offer value of NOK 144 per Crayon share based on SoftwareOne’s undisturbed share price as of 11 December 2024.

The founding shareholders of SoftwareOne have pre-committed to vote in favour of the issuance of up to 72 million new SoftwareOne shares to the accepting Crayon shareholders, representing up to 32% of SoftwareOne’s new total share capital. In addition, the founding shareholders of Crayon have pre-committed to tender their shares into the offer and undertaken a 12-month lock-up on their shares from the completion of the transaction.

Completion of the transaction is expected to occur in Q3/2025 andi is subject to customary closing conditions. These include a minimum acceptance of the offer of 90% of the Crayon shares on a fully diluted basis. It will also need SoftwareOne shareholder approval and regulatory approvals. The combined company will have a revenue of approximately CHF 1.6 billion, and around 13,000 employees.

The teams

Walder Wyss acted as legal advisor to SoftwareOne. The team was led by partner Hans-Jakob Diem (pictured). It further included counsel Iliana Djagova, managing associate Dimitrios Berger, senior associate Christian A. Schmid, associate Viktoriya Chernaya, and trainee Justin Paljuh from our (all corporate and M&A), as well as partner Thomas Meister (tax).

Bär & Karrer acted as Swiss legal counsel for Crayon. The team included partners Mariel Hoch (pictured left), Christoph Neeracher (pictured center), Urs Kägi (pictured right), counsel Fabienne Perlini, associate Marlene Lienau and junior associate Jorim Braun (all M&A).

Lenz & Staehelin is advising SoftwareOne on financing matters relating to this transaction. The team included partners Marcel Tranchet (pictured left), Patrick Hünerwadel (pictured right), associates Norman Walczak, and Sven Infanger, and trainee lawyer Lukas Walter.

Wikborg Rein advised on the Norwegian law aspects of the transaction. Freshfields as to regulatory matters