Following on from an announcement made in February, Axway has revealed that it has signed an agreement to acquire most of Sopra Banking Software’s activities.
Axway’s Board of Directors approved the signing of the purchase agreement on the basis of a review by Cabinet Finexsi of the valuation of Sopra Banking Software’s activities for €330m.
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Axway has secured the financing of this acquisition through the combination of new debt facilities confirmed by Groupe Crédit Agricole and Société Générale, and a share capital increase with preferential subscription rights of around €130m, benefitting from a subscription and underwriting commitment from the company’s controlling shareholder, Sopra GMT.
All transactions will be completed by the end of Q3 2024
As part of the share capital increase, in order to secure funding and guarantee the long-term independence of the new combined entity, Sopra GMT has undertaken to acquire a block of 3,619,423 Axway shares from Sopra Steria Group, representing approximately 16.73% of Axway’s capital, at a price per share equal to 26.5€, for an amount of €95.9m and all of Sopra Steria Group’s residual preferential subscription rights.
Additionally Sopra will subscribe to the capital increase on an irreducible basis to the extent of its rights and those acquired from Sopra Steria Group, representing approximately 53% of the capital increase and secure the remainder of the capital increase by subscribing any shares that would remain unsubscribed at the end of the allocation process.
The financing of Sopra GMT undertakings will be carried out with the support of One Equity Partners, a financial partner with which Sopra GMT has also concluded a binding agreement.
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By GlobalDataThe acquisition and the contemplated capital increase remain subject to obtaining the necessary regulatory approvals, including a waiver by the AMF concerning the filing of a mandatory tender offer, and to the AMF’s approval of the prospectus to be submitted by Axway in connection with the aforementioned capital increase.
