Crayon Group Holding

M&A Activity • Jun 10, 2025

FULFILMENT OF CLOSING CONDITIONS AND SETTLEMENT NOTIFICATION UNDER THE VOLUNTARY OFFER IN CRAYON GROUP HOLDING ASA

FULFILMENT OF CLOSING CONDITIONS AND SETTLEMENT NOTIFICATION UNDER THE VOLUNTARY OFFER IN CRAYON GROUP HOLDING ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

10 June 2025

SoftwareOne Holding AG (SIX: SWON) ("SoftwareOne"), a leading global software and cloud solutions provider, today announced that the last closing conditions have been met in its recommended voluntary offer to acquire all outstanding shares of Crayon Group Holding ASA ("Crayon").

Reference is made to SoftwareOne’s recommended voluntary share and cash offer for all issued and outstanding shares in Crayon (the "Offer"), as further set out in the combined offer document and prospectus for the Offer and secondary listing of SoftwareOne's shares on Euronext Oslo Børs, dated 14 March 2025, as supplemented (the "Prospectus"). Reference is further made to the stock exchange announcement published by SoftwareOne on 6 May 2025 where SoftwareOne announced that it had reached over 90% in Crayon at the end of the offer period.

SoftwareOne hereby announces that the closing conditions "Listing Approval" and "Regulatory Approvals" as set out in the Prospectus under section 5.2.4, have been satisfied, including the receipt of all required regulatory approvals. The closing conditions relating to "Minimum acceptance" and "Offeror EGM" have, as previously announced, also been satisfied. This announcement thus constitutes the "Settlement Notification" pursuant to section 5.2.14 of the Prospectus.

Further, SoftwareOne hereby announces that settlement of the Offer is expected to take place on or about 2 July 2025. Settlement of the Offer will remain subject to the other closing conditions as set out in section 5.2.4 in the Prospectus until completion of the settlement.

Each shareholder having accepted the Offer will receive NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share. Settlement of the cash and share consideration will be made in accordance with section 5.2.14 of the Prospectus.

SoftwareOne is currently in the process of completing a secondary listing of the SoftwareOne shares on Euronext Oslo Børs. The first day of trading on Euronext Oslo Børs is expected to take place on or about 3 July 2025.

Upon completion of the Offer, subject to the closing conditions, SoftwareOne intends to carry out a compulsory acquisition of the remaining shares in Crayon pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22 of the Norwegian Securities Trading Act. Following the compulsory acquisition, SoftwareOne will pursue a delisting of the shares in Crayon from Euronext Oslo Børs.

For more information on the Offer and secondary listing, please refer to Prospectus, which, subject to regulatory restrictions in certain jurisdictions, is available at www.paretosec.com/transactions. The Prospectus will also be made available at SoftwareOne's website following settlement of the Offer.

IMPORTANT INFORMATION

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions.

The Prospectus will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in which such distribution, forwarding or transmittal would be unlawful. SoftwareOne Holding AG (the "Offeror") does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review "Notice to U.S. shareholders" below. Persons into whose possession this announcement or any other information regarding the Offer should come are required to inform themselves about and to observe any such restrictions.

This announcement is for informational purposes only and is not a tender offer document or a prospectus and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is only made on the basis of the Prospectus approved by Euronext Oslo Børs and the Financial Supervisory Authority of Norway, and can only be accepted pursuant to the terms of such document. The Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document, prospectus or registration or other requirements would apply in addition to those undertaken in Norway (and other member states of the European Economic Area, as applicable).

Notice to U.S. shareholders

This announcement does not constitute an offer, or solicitation of an offer, to sell, purchase or subscribe for any securities. The new SoftwareOne shares offered in the share exchange component referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. The Offeror does not intend to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other information published by the Offeror may contain certain statements about Crayon and SoftwareOne that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe" or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding cost synergies from the combination of Crayon and SoftwareOne, and their future financial and market position, business strategy and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, local and global economic and business conditions, the effects of volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of such factors being beyond the control of Crayon and SoftwareOne. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in these forward-looking statements.

Any forward-looking statements made herein speak only as of the date they are made. The Offeror disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Offeror's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.