Bain Capital makes $3.2 billion offer for SoftwareOne, board says it’s too low

In its response, SoftwareOne board, said the offer “materially undervalues” the company and was not in its best interest or that of the majority of its shareholders.

Bain has made an all cash offer of 18.50 Swiss francs per share to take the company private, it said. The offer represented a 33% premium to the closing price on May 31, when it was presented to SoftwareOne’s directors.

The company’s shares, which closed at 15.17 Swiss francs on Wednesday, were up 19.8% in pre-market trade.

“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 said.

SoftwareOne, based in Stans, central Switzerland, helps companies manage software purchases from vendors such as Microsoft, Adobe and IBM. It floated on the Swiss exchange in 2019.

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Bain said its proposal was supported by founding shareholders Daniel von Stockar, B Curti Holding and Rene Gilli, who together hold 29.1% of 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, from which von Stockar recused himself, “unanimously agreed that the proposal materially undervalues the company and is not sufficiently substantiated.”

($1 = 0.9035 Swiss francs)