Bain Capital offers to buy Swiss cloud software company SoftwareOne for $3.2 billion

Private equity firm Bain Capital has made an offer to buy SoftwareOne in a deal that values the Switzerland-based software and cloud technology solutions company at 2.9 billion Swiss francs ($3.21 billion), the company announced Thursday.

However, SoftwareOne’s board doesn’t believe the proposed buyout offer is good enough. According to Reuters, the board believes that the offer “materially undervalues” the company and is not in the best interest of both the company and the majority of its shareholders.

Bain Capital has proposed an all-cash offer of 18.50 Swiss francs per share to acquire SoftwareOne and take it private. This offer represents a 33% premium to the closing price on May 31, the date when it was presented to SoftwareOne’s directors, Reuters reported.

Following the announcement, the company’s shares experienced a significant increase. In pre-market trade, the shares were up by 19.8% from the previous day’s closing price of 15.17 Swiss francs.

In a statement, Bain said: “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.”

With a foundation dating back to 1985, the Sans, Switzerland-Founded headquartered SoftwareOne is a renowned global provider of comprehensive software and cloud technology solutions. The company specializes in assisting companies with the management of software purchases from renowned vendors such as Microsoft, Adobe, and IBM. The company went public on the Swiss exchange in 2019.

Bain Capital has stated that its buyout proposal has the backing of SoftwareOne’s founding shareholders, namely Daniel von Stockar, B Curti Holding, and Rene Gilli, who collectively hold a 29.1% stake in the company.

“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 said.

In its statement, SoftwareOne confirmed that the “indicative, unsolicited and non-binding offer from Bain Capital” it had received was supported by those shareholders. However, the board, with von Stockar recusing himself, “unanimously agreed that the proposal materially undervalues the company and is not sufficiently substantiated.”