SoftwareOne Holding AG (SIX: SWON), a leading global software and cloud solutions provider, today announced that the recommended voluntary offer for all issued and outstanding shares in Crayon has been completed.

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

Media ReleaseSoftwareOne successfully completes Crayon transaction, combining two leadingglobal providers of software and cloud solutions

2 July 2025
SoftwareOne Holding AG SWON, a leading global software and cloud
solutions provider, today announced that the recommended voluntary offer for
all
issued and outstanding shares in Crayon has been completed.
-Combination of two leading global providers of software and cloud solutions,
with total revenue of approximately CHF 1.6 billion and 13,000 employees
across
70+ countries
-Settlement of the offer completed pursuant to the settlement notification
published on 10 June 2025
-First day of trading on Euronext Oslo Børs to commence on 3 July 2025
-Integration execution process to officially start, based on thorough
preparation for Day 1 readiness by both companies since early 2025
-H1 2025 results to be presented by Co-CEOs Raphael Erb and Melissa Mulholland
and CFO Hanspeter Schraner on 28 August 2025

Following the fulfillment of the last closing conditions as announced on 10June2025, SoftwareOne confirms that its recommended voluntary share and cash offerfor all issued and outstanding shares in Crayon has now been completed.Settlement pursuant to the settlement notification has taken place, withaccepting Crayon shareholders receiving NOK 69 in cash and 0.8233 (roundeddown)newly issued SoftwareOne shares per Crayon share. The secondary listing andtrading of the SoftwareOne shares on Euronext Oslo Børs will commence on 3July2025. SoftwareOne intends to implement a compulsory acquisition of the remainingshares in Crayon, followed by a delisting of the Crayon shares from EuronextOslo Børs, expected to be completed in July 2025.

"Today marks an important milestone as SoftwareOne and Crayon join forces,combining two leading global providers of software and cloud solutions," saidRaphael Erb, Co-CEO of SoftwareOne. "Together, we offer an unparalleled globalpresence with extensive local reach and an enhanced offering to deliverexceptional value for customers. Our shared commitment to customer success andinnovation will offer new growth opportunities as our fast-growing industrycontinues to evolve in the era of AI."

"As we embark on this new chapter together, we are both excited andwell-prepared for Day 1. With our talented teams globally, in-depth expertiseand capabilities, as well as deep hyperscaler partnerships, we will beexcellently positioned to support customers on their digital transformationjourneys," said Melissa Mulholland, Co-CEO of SoftwareOne. "Today marks auniquemoment to unlock opportunities and deliver significant value creation for allstakeholders."

"At Microsoft, we've been proud to call both Crayon and SoftwareOne strategicpartners. Together, they become one of our largest partners, better positionedthan ever to serve our mutual customers with broader reach, deeper expertise,and enhanced capabilities. We're excited about the opportunities thiscombination brings for the innovation we will jointly deliver and the impactthis will have on our shared customers," said Nicole Dezen, CVP and ChiefPartner Officer at Microsoft.

Compelling strategic rationale and value creation opportunityWith total revenue of approximately CHF 1.6 billion, presence across 70+countries and around 13,000 employees, the combined company is well-positionedas a preferred partner to both customers and vendors globally, drivingadditional growth and significant value creation for shareholders. Thecompelling strategic rationale is based on the two companies' complementarygeographical footprint, customer base and offering, as well as shared valuesandculture.SoftwareOne has identified cost synergies of CHF 80-100 million per annumwithin18 months of completion, incremental to its cost reduction programme completedin Q1 2025. One-off implementation costs are expected to be within the samerange as the run-rate cost synergies. The transaction is currently financed by investment grade bridge facilities ofapproximately CHF 700 million to fund the total cash consideration ofapproximately CHF 515 million, including the compulsory acquisition, and torefinance Crayon's existing debt. SoftwareOne intends to refinance the bridgefacilities into a long-term financing structure around completion. Net debt /adjusted EBITDA is expected to be below 2.0x at year-end 2025. The companyintends to maintain its dividend policy, with a pay-out ratio of 30-50% ofadjusted net profit. Well-prepared integration execution process starts todayWith completion of the transaction, integration of the two companiesofficiallystarts today based on an established governance structure and thoroughpreparation by working groups from both companies since beginning of the year.Preparation spanned key functions, including strategy, sales & marketing,people& culture, IT, finance, amongst others, supported by internal and externalpost-merger experts. Following the announcement of the new Executive Board led by Co-CEOs RaphaelErband Melissa Mulholland, the Regional Presidents have also been appointed. Inaddition to delivering on the synergy targets, the integration process willencompass implementation of a joint operating model, harmonisation of GTM andoffering, as well as integration of IT systems and consolidation of legalstructures in overlapping countries. Throughout the process, safeguardingcustomer relationships and retention of talent will remain priorities. The combined company will retain its legal domicile in Stans, Switzerland,whileOslo will remain an important hub for both sales activities and certain otherfunctions.

Combining under a unified brandFollowing a joint evaluation, the unified organization will operate under theSoftwareOne name and logo, leveraging its global brand recognition whileincorporating Crayon's distinctive strengths and legacy. This decisionreflectsthe strategic integration of both companies' capabilities, values, and marketpresence. Crayon's cultural and operational attributes - including its brandheritage and customer-centric approach - will be embedded into an evolvedSoftwareOne brand. During a transition period, the Crayon brand will remainactive to ensure consistency, continuity, and recognition across customers andemployees, channel, and partner engagements.

First day of trading on Euronext Oslo BørsAs part of the offer consideration, a total of 62,521,493 new SoftwareOneshareshave been issued and received by accepting Crayon shareholders, resulting intotal SoftwareOne shares issued of 221,102,953 . The new shares were listed atSIX Swiss Exchange today. Following completion of the secondary listing onEuronext Oslo Børs, trading of the SoftwareOne shares will commence tomorrow,3July 2025, under the ticker SWON. As of 4 July 2025, shareholders inSoftwareOnewill be able to cross border transfer shares held in SoftwareOne betweenEuronext Oslo Børs and the SIX Swiss Exchange, through a deliver/receive freesettlement instruction in the settlement system of the Central SecurityDepository in Norway (CSD). SoftwareOne's founding shareholders Daniel von Stockar, Rene Gilli and CurtiAG,hold 20.8% of SoftwareOne's share capital on a post-transaction basis.The combined offer document and prospectus for the offer and secondary listingof the SoftwareOne shares, dated 14 March 2025, is available on SoftwareOne'swebsite https://www.softwareone.com/en/investors/softwareone-crayon

Upcoming capital markets eventsCo-CEOs Raphael Erb and Melissa Mulholland and CFO Hanspeter Schraner willpresent SoftwareOne's and Crayon's H1 and Q2 2025 results, respectively, viaaudio webcast on 28 August 2025. Like-for-like financials for H1 2025, as wellas for prior year, will be provided to present in the company on a combinedbasis and to allow for comparability. Guidance for the combined company for H22025 will also be issued at this time.

AdvisorsJefferies acted as financial advisor to SoftwareOne. Pareto Securities actedasNordic advisor and receiving agent to SoftwareOne in connection with theoffer.Walder Wyss acted as legal advisor to SoftwareOne, with Wikborg Rein advisingasto Norwegian law, Freshfields as to regulatory matters and Lenz & Staehelin asto financing matters. ABG Sundal Collier and Houlihan Lokey acted as financialadvisors and AGP Advokater acted as legal advisor to Crayon.

CONTACT SoftwareOne Anna Engvall, Investor RelationsTel. +41 44 832 41 37, anna.engvall@softwareone.com FGS Global, Media Relations Tel. +41 44 562 14 99, press.softwareone@fgsglobal.com Crayon Kjell Arne Hansen, Investor Relations Tel. +47 950 40 372, kjellarne.hansen@crayon.com

ABOUT SOFTWAREONESoftwareOne is a leading global software and cloud solutions provider that isredefining how organisations build, buy and manage everything in the cloud. Byhelping clients to migrate and modernize their workloads and applications -andin parallel, to navigate and optimise the resulting software and cloud changes-SoftwareOne unlocks the value of technology. The company's ~9,000 employeesaredriven to deliver a portfolio of 7,500 software brands with a presence in over60 countries. Headquartered in Switzerland, SoftwareOne is listed on the SIXSwiss Exchange under the ticker symbol SWON. Visit us at www.softwareone.com SoftwareOne Holding AG, Riedenmatt 4, CH-6370 StansABOUT CRAYONHeadquartered in Oslo, Norway, Crayon operates across 45 countries with adedicated team of more than 4,000 professionals. It leads the charge in IToptimization and innovation as a trusted advisor in strategic softwareacquisition, continual IT estate optimization, and maximizing returns oninvestments in cloud, data, and AI. Crayon is a customer-centric innovationandIT services company that creates value for companies to thrive today, andscalefor tomorrow.Originally focused on software procurement and asset management, Crayon hasevolved to become a trusted advisor in strategic software acquisition,continualIT estate optimization, and maximising returns on investments in cloud, data,and AI.IMPORTANT INFORMATIONThe voluntary tender offer (the "Offer") and the distribution of thisannouncement and other information in connection with the Offer may berestricted by law in certain jurisdictions. The combined offer document and prospectus (the "Prospectus ") and relatedacceptance forms, as supplemented by the prospectus supplement dated 28 March2025 (the "Prospectus Supplement"), will not and may not be distributed,forwarded or transmitted into or within any jurisdiction where prohibited byapplicable law, including, without limitation, Canada, Australia, New Zealand,South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction inwhich such distribution, forwarding or transmittal would be unlawful.SoftwareOne Holding AG (the "Offeror") does not assume any responsibility intheevent there is a violation by any person of such restrictions. Persons in theUnited States should review "Notice to U.S. shareholders" below. Persons intowhose possession this announcement or any other information regarding theOffershould come are required to inform themselves about and to observe any suchrestrictions.This announcement is for informational purposes only and is not a tender offerdocument or a prospectus and, as such, is not intended to constitute or formanypart of an offer or the solicitation of an offer to purchase, otherwiseacquire,subscribe for, sell or otherwise dispose of any securities or the solicitationof any vote or approval in any jurisdiction, pursuant to the Offer orotherwise.The Offer is only made on the basis of the Prospectus approved by EuronextOsloBørs and the Financial Supervisory Authority of Norway, and can only beacceptedpursuant to the terms of such document. The Offer will not be made directly orindirectly in any jurisdiction where either an offer or participation thereinisprohibited by applicable law or where any tender offer document, prospectus orregistration or other requirements would apply in addition to those undertakenin Norway (and other member states of the European Economic Area, asapplicable).Notice to U.S. shareholdersThis announcement does not constitute an offer, or solicitation of an offer,tosell, purchase or subscribe for any securities. The new SoftwareOne sharesoffered in the share exchange component (the "Consideration Shares") referredtoin this release have not been and will not be registered under the UnitedStatesSecurities Act of 1933, as amended (the "U.S. Securities Act"), or any statesecurities laws and may not be offered or sold within the United States or toU.S. Persons unless registered under the U.S. Securities Act and applicablestate securities laws or an exemption from such registration is available. Theinformation contained in this announcement is for informational purposes onlyand does not purport to be full or complete. The Offeror does not intend toconduct a public offering in the United States. Copies of this announcementarenot being, and should not be, distributed in or sent into the United States.Forward-looking statementsThis announcement, verbal statements made regarding the Offer and otherinformation published by the Offeror may contain certain statements aboutCrayonand SoftwareOne that are or may be forward-looking statements. Theseforward-looking statements can be identified by the fact that they do notrelateonly to historical or current facts. Forward-looking statements sometimes usewords such as "may", "will", "seek", "continue", "aim", "anticipate","target","expect", "estimate", "intend", "plan", "goal", "believe" or other words ofsimilar meaning. Examples of forward-looking statements include, among others,statements regarding cost synergies from the combination of Crayon andSoftwareOne, and their future financial and market position, business strategyand plans and objectives for future operations and other statements that arenothistorical fact. By their nature, forward-looking statements involve risk anduncertainty because they relate to future events and circumstances, including,but not limited to, local and global economic and business conditions, theeffects of volatility in credit markets, market-related risks such as changesininterest rates and exchange rates, effects of changes in valuation of creditmarket exposures, changes in valuation of issued notes, the policies andactionsof governmental and regulatory authorities, changes in legislation, thefurtherdevelopment of standards and interpretations under International FinancialReporting Standards ("IFRS") applicable to past, current and future periods,evolving practices with regard to the interpretation and application ofstandards under IFRS, the outcome of pending and future litigations, thesuccessof future acquisitions and other strategic transactions and the impact ofcompetition - a number of such factors being beyond the control of Crayon andSoftwareOne. As a result, actual future results may differ materially from theplans, goals, and expectations set forth in these forward-looking statements.Any forward-looking statements made herein speak only as of the date they aremade. The Offeror disclaims any obligation or undertaking to release publiclyany updates or revisions to any forward-looking statements contained in thisannouncement to reflect any change in the Offeror's expectations with regardthereto or any change in events, conditions or circumstances on which any suchstatement is based.

https://newsweb.oslobors.no/message/650556