Crayon Group Holding — M&A Activity 2025

Apr 29, 2025

EXTENSION OF OFFER PERIOD IN THE RECOMMENDED VOLUNTARY OFFER TO ACQUIRE ALL ISSUED AND OUTSTANDING SHARES OF CRAYON GROUP HOLDING ASA, MINIMUM THRESHOLD WAIVED

EXTENSION OF OFFER PERIOD IN THE RECOMMENDED VOLUNTARY OFFER TO ACQUIRE ALL ISSUED AND OUTSTANDING SHARES OF CRAYON GROUP HOLDING ASA, MINIMUM THRESHOLD WAIVED

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.

Reference is made to the stock exchange announcement published on 14 March 2025 regarding launch of a recommended voluntary share and cash offer for all issued and outstanding shares in Crayon Group Holding ASA ("Crayon") by SoftwareOne Holding AG ("SoftwareOne" or the "Offeror") at a price of NOK 69 in cash and 0.8233 (rounded down) newly issued shares in SoftwareOne per Crayon share (the "Offer"). Reference is further made to the stock exchange announcement published on 11 April 2025 regarding the extension of the offer period under the Offer (the "Offer Period"). The detailed terms of the Offer are 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 by the prospectus supplement dated 28 March 2025 (together, the "Prospectus").

SoftwareOne hereby announces a final extension of the Offer Period until 16:30 CEST on 6 May 2025.

All terms and conditions of the Offer as set out in the Prospectus (other than the amendments made pursuant to this announcement) remain unchanged. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Prospectus, provided however that the Offer Period has been extended as described herein.

As a consequence of the extension of the Offer Period, the settlement of the Offer will be postponed correspondingly.

The extension of the Offer Period is made pursuant to sections 5.2.3 ("Offer Period") and 5.2.9 ("Amendments to the Offer") of the Prospectus. Acceptances of the Offer already received will remain binding and shareholders who have already accepted the Offer do not need to take any further action to confirm their acceptances.

As of today at 16:00 CEST, SoftwareOne has received acceptances under the Offer, which, taken together with the Crayon shares already owned or controlled by SoftwareOne, exceed 80% of the total issued and outstanding shares in Crayon.

SoftwareOne has further decided to waive the closing condition relating to minimum acceptance of the Offer, as further set out under section 5.2.4 ("Closing Conditions") of the Prospectus (the "Minimum Acceptance Condition"). The waiver of the Minimum Acceptance Condition as set out herein entails that the Offer is no longer conditional on the receipt of additional acceptances in the Offer.

The Financial Supervisory Authority of Norway has, in its capacity as take-over supervisory authority in Norway, approved the extension of the Offer Period and otherwise reviewed this announcement prior to its publication.

SoftwareOne will provide an update on the status of received acceptances of the Offer in a separate stock exchange announcement before trading on Euronext Oslo Børs opens on 30 April 2025 due to the ongoing counting of received acceptances by the receiving agent.

The completion of the Offer is subject to certain conditions, as further set out in section 5.2.4 "Closing Conditions" of the Prospectus.

In terms of regulatory approvals, such approvals have already been received for merger control in Germany, Austria, Turkey and in respect of consultation with the UK CMA, and for foreign direct investment in Slovenia, by no-objection in Australia and by consultation in Czech Republic. The Offer is still subject to receipt of the remaining regulatory approvals as detailed in section 5.4.6 ("Regulatory Approvals") of the Prospectus. SoftwareOne expects that it will obtain the remaining approvals in accordance with the timeline communicated in the Prospectus.

On 11 April 2025, an extraordinary general meeting of SoftwareOne was held. All proposals put forward by the board of directors of SoftwareOne in support of the Offer were approved by a large majority, including the creation of a capital band, authorising the board of directors to issue up to 72,205,459 fully paid-up registered shares with a nominal value of CHF 0.01 each. The extraordinary general meeting was held in connection with the closing condition "Offeror EGM", as further set out in sections 5.2.4 ("Closing Conditions") and 5.4.8 ("Information about the Consideration Shares and the Offeror's EGM") of the Prospectus. For further details, please also refer to the stock exchange announcement published on 11 April regarding the extraordinary general meeting.

The Offer is only capable of being accepted pursuant to the Prospectus, and the complete terms and conditions for the Offer are included in the Prospectus.

Subject to regulatory restrictions in certain jurisdictions, the Prospectus is available at www.paretosec.com/transactions and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, Pareto Securities AS, Dronning Mauds gate 3, 0115 Oslo, Norway.

Indicative timetable

14 March - 6 May 2025 Tender offer period, as extended

16 May 2025 SoftwareOne AGM

June 2025 Completion of transaction, subject to receipt of required regulatory approvals

Advisors

Jefferies is acting as financial advisor to SoftwareOne. Pareto Securities is acting as Nordic advisor and receiving agent to SoftwareOne in connection with the Offer. Walder Wyss is acting as legal advisor to SoftwareOne, with Wikborg Rein advising as to Norwegian law and Freshfields as to regulatory matters.

ABG Sundal Collier and Houlihan Lokey are acting as financial advisors and AGP Advokater is acting as legal advisor to Crayon.

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. 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.