US-based private-equity firm Silver Lake has offered to buy Software AG in a deal that values the German business software developer at 2.2 billion euros ($2.42 billion).
The offer price of 30 euros per share in cash by Silver Lake-controlled Blitz 22-449 SE represents a premium of 53 percent to Software AG’s closing price of 19.59 euros 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 percent of issued Software AG shares, the company said in a statement.
Software AG CEO Sanjay Brahmawar said: “Silver Lake has already demonstrated strong support for our strategic vision and values. With deep expertise in the integration market, experience in transitioning businesses to SaaS-first models and extensive M&A capabilities, Silver Lake is a valuable long-term partner for Software AG and our customers.”
Software AG Foundation, an independent charitable foundation that is also the principal shareholder in Software AG, will sell a 25.1 percent stake in the company to Silver Lake.
The offer is subject to a minimum acceptance threshold of 50 percent 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.
The foundation will continue to own 5 percent of the company’s stock, the PE firm said in a statement.