Bain Capital announces submission of non-binding offer for SoftwareOne Holding AG at CHF 18.50 per share and obtains full commitment from Founding Shareholders

LONDON AND SWITZERLAND – 15 June 2023 – Funds managed by Bain Capital Private Equity (Europe) LLP and its affiliates (“Bain Capital”) and the Founding Shareholders today announced that they have entered into an agreement committing to an offer for the shares of SoftwareOne Holding AG subject to customary due diligence and other conditions. This agreement triggers a shareholder group notification obligation among Bain Capital and the Founding Shareholders.

On 31 May 2023, Bain Capital made a proposal to the Board of Directors of SoftwareOne that envisages a voluntary public all-cash offer at an indicative price of CHF 18.50 per share to take the company private. The proposal is subject to the satisfactory outcome of a customary due diligence, which the Board of Directors of SoftwareOne has been asked to facilitate, as well as other customary conditions.

Bain Capital's proposal was supported by the company's Founding Shareholders, Daniel von Stockar, B. Curti Holding AG and René Gilli. After careful consideration, the Founding Shareholders, holding together 29.1% of the shares in the company, have concluded that it is in the best interest of the company for them to enter into today's agreement with Bain Capital and to thereby provide the market with clarity. By virtue of today's agreement, the Founding Shareholders provide their full commitment to the proposed transaction and to Bain Capital as the partner for the transaction, and they expect to roll over a significant part of their investment to help facilitate it.

Bain Capital and the Founding Shareholders expect to provide the market with a further update once due diligence access has been granted.

Private context best suited to realize the full potential of SoftwareOne

The proposed transaction recognises the strong stewardship the Board of Directors has provided in recent years to SoftwareOne as a public company, with several strategic choices that have resulted in its unique positioning today. Bain Capital and the Founding Shareholders hold in high regard the management team who, under the leadership of Brian Duffy, are a key asset of the business and will continue to be critical to the success of the company going forward.

Notwithstanding the strong position of the business today, Bain Capital and the Founding Shareholders believe that the right conditions for SoftwareOne’s next phase of growth are best provided in a private context – in partnership with a private equity firm with deep operational resources, access to capital, and a long-term approach to value creation.

Bain Capital has significant capabilities and experience in partnering with entrepreneurs and management teams and contributing strategic and operating guidance to businesses to accelerate their growth. In particular, Bain Capital has strong experience supporting the growth of IT and tech-enabled services businesses (investments such as Engineering, Inetum, Kantar, Brillio, Genpact) and has also invested significantly in the software sector (including in OverIT, Nutanix, ExtraHop) that is critical for SoftwareOne's continued growth. These capabilities, together with the deep knowledge and track record of the Founding Shareholders, position the consortium well to support the next phase of growth of SoftwareOne and its continued evolution as a global digital transformation partner to corporates.

At CHF 18.50 per share, the proposed offer would be financially attractive and beneficial to all stakeholders, representing a premium of 33% to the closing price on 31 May 2023 (date of the proposal to the Board of Directors) and of 38% to the corresponding 60-day VWAP.

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Andreas Hildenbrand                               
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About Bain Capital Private Equity:

Bain Capital Private Equity has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since its founding in 1984. Bain Capital Private Equity's global team of more than 280 investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer/retail, financial and business services, industrials, and technology, media and telecommunications. Bain Capital has 23 offices on four continents. Since its inception, the firm has made primary or add-on investments in more than 1,150 companies. In addition to private equity, Bain Capital invests across multiple asset classes, including credit, public equity, venture capital and real estate, managing approximately $165 billion in total assets and leveraging the firm's shared platform to capture opportunities in strategic areas of focus.

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