Axway Announces the Signing of Binding Agreements for the Acquisition of Sopra Banking Software
June 03 2024 - 2:00AM
Business Wire
- Signing of the agreement to acquire Sopra Banking Software's
activities from Sopra Steria Group for an enterprise value of
€330m;
- Signing by Sopra GMT of an agreement to acquire
approximately 16.7% of Axway's capital from Sopra Steria
Group;
- Birth of a new major player in enterprise software markets,
leader in financial services, through a project that creates value
for all its stakeholders.
Regulatory News:
Further to the press release dated February 21, 2024 and
following receipt from the various entities employee representative
bodies’ opinions involved in the transaction, as well as the
approval of the Boards of Directors of Axway (Paris:AXW), Sopra
Steria and Sopra GMT, Axway announces that on May 31, 2024 it has
signed an agreement to acquire most of Sopra Banking Software’s
activities, representing, on a stand-alone basis, revenue of
€359m1.
Axway's Board of Directors approved the signing of the purchase
agreement on the basis of a review by an independent expert
(Cabinet Finexsi, whose report is linked at the end of this press
release) of the valuation of Sopra Banking Software's activities
for €330 million.
Axway has secured the financing of this acquisition through the
combination of new debt facilities confirmed by Groupe Crédit
Agricole and Société Générale, and a share capital increase with
preferential subscription rights of around €130m, benefitting from
a subscription and underwriting commitment from the company’s
controlling shareholder, Sopra GMT.
Indeed, as part of the share capital increase, in order to
secure funding and guarantee the long-term independence of the new
combined entity, Sopra GMT has undertaken to:
- Acquire a block of 3,619,423 Axway shares
from Sopra Steria Group, representing approximately 16.73% of
Axway’s capital, at a price per share equal to 26.5€, for an amount
of €95.9m and all of Sopra Steria Group’s residual preferential
subscription rights;
- Subscribe to the capital increase on an
irreducible basis to the extent of its rights and those acquired
from Sopra Steria Group, representing approximately 53% of the
capital increase;
- Secure the remainder of the capital
increase by subscribing any shares that would remain unsubscribed
at the end of the allocation process (after orders on irreducible
and reducible basis have been allocated).
The financing of Sopra GMT undertakings as described above will
be carried out with the support of One Equity Partners, financial
partner2 with which Sopra GMT has also concluded a binding
agreement.
All transactions will be completed as soon as possible, by the
end of the 3rd quarter 2024. The acquisition and the contemplated
capital increase remain subject to obtaining the necessary
regulatory approvals, including a waiver by the AMF concerning the
filing of a mandatory tender offer, and to the AMF’s approval of
the prospectus to be submitted by Axway in connection with the
aforementioned capital increase. Following the satisfaction of
these condition precedents, Axway will provide further details on
the timeline for the aforementioned share capital increase.
Link to the independent expert's report
Independent expert's report on the value of Sopra Banking
Software's activities (in French) : Click here
Crédit Agricole Corporate and Investment Bank is acting as
financial advisor to Axway. Crédit Agricole Corporate and
Investment Bank and Société Générale will be acting as Global
Coordinators and Joint Bookrunners of the contemplated capital
increase.
Disclaimer
This press release contains forward-looking statements that may
be subject to various risks and uncertainties concerning Axway’s
growth and profitability. Activity during the year and/or actual
results may differ from those described in this document as a
result of a number of risks and uncertainties set out in the 2023
Universal Registration Document filed with the French Financial
Markets Authority (Autorité des Marchés Financiers, AMF) on March
25, 2024. The distribution of this document in certain countries
may be subject to prevailing laws and regulations. Persons present
in these countries and in which this document is disseminated,
published, or distributed, should obtain information about such
restrictions, and comply with them.
About Sopra Banking Software
Sopra Banking Software (SBS) is a global financial technology
company that’s helping banks and the financial services industry to
reimagine how to operate in an increasingly digital world. SBS is a
trusted partner of more than 1,500 financial institutions and
large-scale lenders in 80 countries worldwide. Its cloud platform
offers clients a composable architecture to digitize operations,
ranging from banking, lending, compliance, to payments, and
consumer and asset finance. SBS is recognized as a Top 10 European
Fintech company by IDC and as a leader in Omdia’s Universe: Digital
Banking Platforms.
About Axway
Axway enables enterprises to securely open everything by
integrating and moving data across a complex world of new and old
technologies. Axway’s API-driven B2B integration and MFT software,
refined over 20 years, complements Axway Amplify, an open API
management platform that makes APIs easier to discover and reuse
across multiple teams, vendors, and cloud environments. Axway has
helped over 11,000 businesses unlock the full value of their
existing digital ecosystems to create brilliant experiences,
innovate new services, and reach new markets. Learn more at
axway.com
_____________ 1 Revenue including intra-group transactions with
Sopra Steria amounting to €24m. 2 One Equity Partners will hold
around 20% of Sopra GMT's capital.
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version on businesswire.com: https://www.businesswire.com/news/home/20240602435210/en/
Investor Relations: Arthur Carli – +33 (0)1 47 17 24 65 –
acarli@axway.com
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