Regulatory News:
Axway (Paris:AXW) today announces entering into exclusive
discussions regarding the potential acquisition of most of Sopra
Banking Software (“SBS”) activities, which are currently part of
Sopra Steria Group. This acquisition would fit perfectly Axway’s
medium-term strategic roadmap, as outlined by the company over the
last few years, creating a new enterprise software house with
critical scale.
Axway is constantly analyzing the different strategic options
open to the company to ensure the success of its growth and
profitability roadmap. In this respect, the acquisition of most of
SBS activities would represent a unique opportunity for Axway to
expand its product portfolio and continue its development by
capitalizing on its recent performance. SBS, a recognized provider
of banking and financial software, would benefit from the scale and
experience of a global software structure that has already
transitioned to a subscription-based business model.
Axway and SBS already share a large part of their DNA. Both
companies were born within Sopra Steria Group and have a common set
of values, built around an independent enterprise project and a
strong commitment to sustainable value creation for their
stakeholders. Many mutual customers testify, through their loyalty,
to the solidity of this relationship. Axway is also an OEM partner
of SBS through its API Management offering, and has for many years
enriched the functionalities of SBS applications with its
integration solutions.
If completed, the combination would give rise to a new
enterprise software house with critical scale, able to meet banking
application and integration needs with increased firepower and
visibility thanks to the expertise of around 5,000 employees
worldwide.
The SBS activities concerned by the operation generated revenue
of around €340m in 2023, representing around 80% of the
subsidiary's total revenue. The combined entity would achieve
revenue of around €650m, well beyond Axway's medium-term ambition
as the company will be more than doubling its current revenue.
Axway would acquire the SBS activities concerned by the
operation for an enterprise value of €330m. This value is subject
to confirmatory due diligence and will be reviewed by an
independent expert (Cabinet Finexsi1). Axway intends to finance the
contemplated transaction through the combination of a c.€130m
capital increase with preferential subscription rights2 and new
debt facilities for the balance, for which Axway has received a
comfort letter from Société Générale and Groupe Crédit Agricole,
two of its relationship banks.
As part of the contemplated transaction, in order to secure its
financing and guarantee the long-term independence of the new
combined entity, Sopra GMT, which is the controlling shareholder of
Axway, has informed the company of its intention to:
- Acquire from Sopra Steria Group, as part of
a global and indivisible transaction, a block of c.3.6m Axway
shares, representing c.16.7% of Axway’s capital, at a price per
Axway share equal to 26.5€, and all of Sopra Steria Group’s
residual preferential subscription rights;
- Subscribe to Axway's capital increase on an
irreducible basis to the extent of its rights and those acquired
from Sopra Steria Group, representing approximately 53% of the
planned capital increase;
- Secure the remainder of the rights issue by
subscribing any shares that would remain unsubscribed at the end of
the allocation process.
It is specified that the financing of Sopra GMT undertakings as
described above will be carried out with the support of One Equity
Partners, which intends to become a minority shareholder of Sopra
GMT, advanced discussions with a view to concluding a binding
agreement are underway.
Sopra Steria granted exclusive rights to Axway and Sopra GMT to
negotiate the envisaged transactions. Conditions to reaching
binding agreements relating to the envisaged transactions and,
subsequently, for the completion of these transactions, include,
inter alia, satisfactory confirmatory due diligence, the
implementation of the information and consultation procedure with
the employee representative bodies of the different entities
involved in the transactions, the obtaining of the necessary
regulatory approvals, the approval of the Boards of Directors of
Sopra GMT, Sopra Steria and Axway on the basis of satisfactory
reports from independent experts on the contemplated valuation of
SBS and Axway, the satisfactory negotiation of the transaction
documents, the obtaining of waivers from the AMF concerning the
filing of a mandatory tender offer on Sopra Steria and on Axway3,
as well as the AMF approval of the prospectus to be submitted by
Axway in connection with the aforementioned capital increase.
The objective is to close these operations before the end of Q2
2024 or, at the latest, during Q3 2024.
Pierre Pasquier, Chairman of Axway, Sopra Steria and Sopra
GMT, declared:
"Axway's proposed acquisition of most of SBS's activities
represents an undeniable strategic opportunity for both companies.
Together, they would consolidate values, expertise and
organizations that already have a lot in common, and would mutually
benefit from each other. The creation of this strong
critically-sized enterprise software house would support an
independent and successful entrepreneurial project over the long
term. Furthermore, by welcoming One Equity Partners to Sopra GMT's
capital, we will be in a better position, through our role as
reference shareholder, to support the combined entity in its future
external growth objectives. In addition to the fact that Sopra
Steria would retain a significant stake in Axway's capital, all the
operations envisaged would significantly strengthen the strategic
partnership between the two Groups, particularly in financial
services, and more generally in Europe, where they share a large
portfolio of customers."
Axway will provide further information to the financial
community at its 2023 annual results presentation meetings taking
place today, Wednesday, February 21, 2024, at 6:30 p.m.
The virtual conference organized by the company on this
occasion and its replay will be accessible
here.
Crédit Agricole Corporate and Investment Bank is acting as
financial advisor to Axway. Société Générale is acting as financial
advisor to Sopra Steria Group. Messier & Associés is acting as
financial advisor to Sopra GMT.
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 2022
Universal Registration Document filed with the French Financial
Markets Authority (Autorité des Marchés Financiers, AMF) on March
24, 2023. 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 650 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 Subject to the right of objection of the Autorité des marchés
financiers, as provided for in Article 261-1-1 of its general
regulation. 2 The subscription price per new Axway share will be
determined at the time of launch of the rights issue, according to
standard market practice, and will include a customary discount to
the Theoretical Ex-Rights Price (TERP). Taking into account the
discount to TERP, the subscription price will be not higher than
26.5€. 3 One Equity Partners would, as a result of its acquisition
of a stake in Sopra GMT, indirectly in concert, exceeds the
thresholds of 30% of Sopra Steria's voting rights and 30% of Axway'
share capital and voting rights. In connection with this
acquisition, it will be asked to the AMF to grant waivers to the
mandatory filing of a tender offer on Sopra Steria and on Axway on
the basis of Articles 234-7, 1° and 234-7, 2° of the AMF's general
regulation.
Sopra GMT, individually, (i) would, as a result of the
acquisition of Axway shares from Sopra Steria, exceed the
thresholds of 30% of Axway' share capital and voting rights and
(ii) would, as a result of its participation in Axway's capital
increase, increase its stake in Axway' share capital and voting
rights by more than 1% within a period of less than twelve
consecutive months; a waiver to the mandatory filing of a tender
offer on Axway will also be requested from the AMF on the basis of
article 234-9, 6° of the AMF's general regulation.
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version on businesswire.com: https://www.businesswire.com/news/home/20240221819993/en/
Investor Relations: Arthur Carli – +33 (0)1 47 17 24 65 –
acarli@axway.com
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