Brief: Silver Lake Publishes Offer Document For Voluntary Public Tender Offer For Software AG

Software AG

17/05/2023 17:45

May 17 (Reuters) - SOFTWARE AG  SOWGn.DE :
    * SILVER LAKE - SILVER LAKE PUBLISHES OFFER DOCUMENT FOR
VOLUNTARY
PUBLIC TENDER OFFER FOR SOFTWARE AG – ACCEPTANCE PERIOD STARTS
TODAY
    * SILVER LAKE - FULLY FINANCED OFFER TO SHAREHOLDERS THAT
CAN BE
ACCEPTED AS OF TODAY UNTIL 14 JUNE 2023
    * SILVER LAKE - TRANSACTION ONLY SUBJECT TO REGULATORY
APPROVALS
AND MINIMUM ACCEPTANCE THRESHOLD OF 50 PERCENT PLUS 1 SHARE
    * SILVER LAKE - CASH OFFER OF EUR 32.00 PER SHARE REPRESENTS
A 63
PERCENT PREMIUM ON THE LAST UNDISTURBED CLOSING PRICE AND A 57
PERCENT PREMIUM ON THE UNDISTURBED LAST THREE MONTHS
VOLUME-WEIGHTED AVERAGE PRICE
    * SILVER LAKE - INTENDS TO DELIST SOFTWARE AG AS SOON AS
PRACTICALLY POSSIBLE, WHICH IS SUPPORTED BY SOFTWARE AG’S
MANAGEMENT BOARD
    * SILVER LAKE - REITERATES THAT IT DOES NOT REQUIRE A DPLTA
TO
FINANCE THE TAKEOVER OFFER AND HENCE DOES NOT INTEND ENTERING
INTO A DPLTA
    * SILVER LAKE - THE MANAGEMENT BOARD AND THE INDEPENDENT
TAKEOVER
COMMITTEE OF THE CO-DETERMINED SUPERVISORY BOARD OF SOFTWARE AG
INTEND TO RECOMMEND SOFTWARE AG’S SHAREHOLDERS TO ACCEPT THE
OFFER
    * SILVER LAKE - THE PUBLIC TAKEOVER OFFER IS SUBJECT TO A
MINIMUM
ACCEPTANCE THRESHOLD OF 50 PERCENT PLUS 1 SHARE OF THE ENTIRE
ISSUED SHARE CAPITAL INCLUDING TREASURY SHARES
    * SILVER LAKE - THE OFFER IS SUBJECT TO FURTHER CUSTOMARY
CONDITIONS SUCH AS THE RECEIPT OF REGULATORY APPROVALS
    * SILVER LAKE - SUBJECT TO THE FULFILMENT OF THE OFFER
CONDITIONS,
CLOSING OF THE TRANSACTION IS EXPECTED IN Q4 2023
    * SILVER LAKE - HAS THE OPTION TO CONVERT ITS BONDS
AMOUNTING TO
EUR 344 MILLION INTO SHARES EQUAL TO ANOTHER 10 PERCENT OF THE
SHARE CAPITAL

Further company coverage:  SOWGn.DE 

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