Media release from Daniel von Stockar, B. Curti Holding AG, René Gilli

SoftwareOne Founding Shareholders provide update on group acting in concert with Bain Capital

Zurich, 4 March 2024 – Daniel von Stockar, B. Curti Holding AG and René Gilli – together forming the founding shareholders group holding 29% of SoftwareOne Holding AG (SIX: SWON) – today announced that they have decided to dissolve the group acting in concert between them and Bain Capital and terminate their underlying agreement. The group (which is separate from the founding shareholders group) was made public, and notified to SIX Swiss Exchange, in June 2023 to make transparent to the capital market that Bain Capital and the founding shareholders were jointly pursuing an offer for SoftwareOne.

Since the current Board of Directors of SoftwareOne rejected Bain Capital’s latest offer in January 2024, it has been clear that there is no scope for a going-private transaction under the current circumstances. In addition, soon after receipt of the founding shareholders’ request to convene an extraordinary general meeting to replace the Board of Directors, the current Board started to assert flimsy, unfounded legal arguments to question the constitution of the group (announced more than eight months ago) and the founding shareholders’ ownership in their shares. Indeed, in its attempt to prevent a proper and fair conduct of the upcoming EGM, the current Board has not shied away from the baseless threat of suspending the voting rights of the founding shareholders. This left the founding shareholders with no choice but to dissolve the group.

While the founding shareholders and their legal advisors are fully convinced of their legal position, they wish to avoid the company being embroiled in protracted, grueling, and expensive litigation. With today’s announcement of the dissolution of the group, the path toward a smooth EGM that adequately reflects shareholder intentions and brings about the urgent change in the Board is made. The founding shareholders expressly reserve the right to take legal action against the current Board and individual members.  

The founding shareholders reiterate that SoftwareOne needs new leadership at Board level. Throughout the lengthy strategic review process in 2023, the current Board has stalled and impeded progress whilst the business has deteriorated, and shareholder value has been destroyed. The unsubstantiated legal threats that have now been made ahead of the EGM highlight once again that the current Board is no longer tenable, and those responsible must be voted out of office.

The founding shareholders continue to be convinced that the right conditions for SoftwareOne’s next phase of growth are best provided in a private context. The competent and experienced individuals proposed by the founding shareholders as independent members of the Board of Directors will examine the matter of a potential going-private transaction impartially upon their election at the upcoming EGM.
 

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