Silver Lake launches public takeover offer for Software AG

Blitz 22-449 SE, a holding company controlled by funds managed or advised by Silver Lake, announced its decision to make a voluntary public takeover offer for all no-par value registered shares ISIN: DE000A2GS401 of Software Aktiengesellschaft. The Company’s Management Board and the Supervisory Board support the expansion of the strategic partnership and, subject to their fiduciary duties, intend to recommend that shareholders accept the takeover offer. Silver Lake has today also entered into a share purchase agreement with Software AG – Stiftung to acquire a stake of 25.1% of all outstanding Software AG shares from the Foundation. The Foundation is in full support of the Takeover Offer. The Takeover Offer will be made at a price of EUR 30.00 per Software AG share in cash. Software AG’s shareholders will receive a significant and highly attractive premium of 53 percent to the closing price of EUR 19.59 per share on 20 April 2023, being the last business day prior to this announcement. The Offer Price also represents a significant and highly attractive premium of 48 percent to the three-months volume-weighted average share price of EUR 20.32 and a significant and highly attractive premium of 36 percent to the median broker target price of EUR 22.00 according to targets published in the last three months on Bloomberg, each as of 20 April 2023. The Takeover Offer will be subject to a minimum acceptance threshold of 50% of all outstanding Software AG shares plus one share, including the ca. 25.1% of Software AG shares that Silver Lake will acquire from the Foundation under the share purchase agreement. The Takeover Offer will be subject to further customary conditions, including the receipt of applicable regulatory approvals. The Foundation will continue to own 5% of shares. The retained 5% of shares are subject to a lock-up. Silver Lake had initially invested EUR 344 million in Software AG in February 2022 via convertible bonds – the first German PIPE investment (private investment in public equity) by any US technology investment firm – which upon conversion would represent approximately 9% of issued Software AG shares.