Silver Lake Technology Management, L.L.C. made an offer to acquire Software Aktiengesellschaft from Software AG Stiftung, Rocket Software International (Uk) Limited and other shareholders for 2.2 billion.
April 20, 2023
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Silver Lake Technology Management, L.L.C. made an offer to acquire Software Aktiengesellschaft (XTRA:SOW) from Software AG Stiftung, Rocket Software International (Uk) Limited and other shareholders for 2.2 billion on April 21, 2023. The offer price is 30 cash per share. As of May 4, 2023, offer price has been extended to 32 cash per share. The Offer is subject to an acceptance threshold of 50 percent plus one share and further customary conditions, including regulatory clearances. As of April 28, 2023 Silver Lake said in a regulatory disclosure that it had acquired a 5% stake in Software AG at or below its acquisition bid of 30 per share from existing shareholders. The transaction is fully funded with equity and debt financing in place. As of June 13, 2023, Silver Lake today waived the minimum acceptance threshold of its voluntary public tender offer for all outstanding shares, Silver Lake has acquired 31% stake. The offer period has been extended to June 28, 2023.
PJT Partners is acting as financial advisor and Christian Vogel, Dominik Heß, George Hacket, Bettina Steinhauer, Marc Besen, Dimitri Slobodenjuk and Stefan Simon Clifford Chance is acting as legal advisor to Software AG. Gleiss Lutz is acting as legal advisor to the Supervisory Board. In light of Silver Lake's role on the Supervisory Board, Christian Lucas and James Whitehurst have recused themselves from the process and an independent Takeover Committee consisting of Madlen Ehrlich, Oliver Collmann and Ursula Soritsch-Renier has been created. JPMorgan Chase & Co. acted as financial advisor for Silver Lake Technology Management, L.L.C. 1 billion of debt financing committed by JP Morgan. James R. Howe, Chris Vallance and Katherine M. Krause,Kenneth Wallach, Hui Lin and Jonathan Lindabury, Sinéad O'Shea and Shahpur Kabraji, Jonathan Karen and Jordan Cross, and Étienne Renaudeau of Simpson Thacher & Bartlett LLP acted as legal advisor to Silver Lake Technology Management. Allen & Overy LLP acted as legal advisor to Software Aktiengesellschaft.
Software AG is a Germany-based software developer and provider of information technology (IT) platforms for businesses. The Company operates in three segments: Digital Business Platform (DBP), Adabas & Natural (A&N) and Consulting. The DBP segment focuses on integration, business process management and big data with the webMethods, Aris, Alfabet, Apama and Terracotta product families. It also includes the IoT/Cloud business line, which focuses on Internet of Things (IoT) and cloud computing solutions. The A&N segment offers data management with the Adabas and Natural product families. The Consulting segment specializes in the implementation of the Company's products. The Company assists businesses from various industries with digital transformation processes. Its clients are active in the banking, communication, energy, insurance, retail and transportation industries, among others.
Silver Lake Technology Management, L.L.C. made an offer to acquire Software Aktiengesellschaft from Software AG Stiftung, Rocket Software International (Uk) Limited and other shareholders for €2.2 billion.