The offer price of €30 per share in cash by Silver Lake-controlled Blitz 22-449 SE represents a premium of 53% to Software AG’s closing price of €19.59 on Thursday.
In February 2022, Silver Lake had invested €344 million euros in the software developer’s convertible bond, which upon conversion would represent nearly 9% of issued Software AG shares, the company said in a statement.
Software AG Foundation, an independent charitable foundation that is also the principal shareholder in Software AG, will sell a 25.1% stake in the company to Silver Lake.
The offer is subject to a minimum acceptance threshold of 50% of all outstanding Software AG shares plus one share, including the stake.
Software AG said its board and the takeover committee are “highly supportive” of the offer and intend to recommend it to the company’s shareholders.
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The foundation will continue to own 5% of the company’s stock, the PE firm said in a statement.
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