Bain Capital makes offer for listed tech biz; Silver Lake comfortable with Software AG minority position

It’s take-private Thursday, as we look at a new move by Bain Capital for a software company, plus the latest on Silver Lake’s offer for Software AG and Triton’s pursuit of Caverion – both businesses that Bain had also been interested in.

Then we have a few add-ons and bolt-ons to report.

Clardian, backed by Extens, has merged with Qairn to form Ubaq, a company that supports medical device manufacturers and pharma companies.

Arterex, which is backed by Investindustrial, has agreed to acquire a medical device manufacturer.

Market Pay Group, a portfolio company of AnaCap Financial Partners, has signed an agreement for the acquisition of a fintech company.

Intragen, a portfolio company of FPE Capital, has completed the bolt-on acquisition of an identity and access management business unit.

A tale of two techies

In what is a journalist’s nightmare, I’m about to report on two similar companies, with similar names, both subject to interest from the same private equity company. Right, here goes…

SoftwareOne, a Stans, Switzerland-based software and cloud tech provider, this morning said that Bain Capital had made an indicative, unsolicited and non-binding offer for all its outstanding shares at Sfr18.50 per share. That would value the total equity at about Sfr2.93 billion ($3.24 billion; €2.99 billion).

This is not to be confused with Bain portfolio company Rocket Software making a non-binding expression of interest back in May to take Darmstadt, Germany-headquartered enterprise software developer Software AG private – more on that in a moment.

Back to Swiss SoftwareOne. It reported adjusted EBITDA of Sfr240.4 million for 2022, so Bain’s offer for the equity is about 12x that. In premium terms, SoftwareOne’s share price closed yesterday at Sfr14.62, giving Bain’s offer a premium of about 27 percent. The share price at time of writing was Sfr18.14, not far off Bain’s offer, suggesting traders think there’s a good chance of the deal eventually going through.

But the SoftwareOne board said that it had unanimously agreed that “the proposal materially undervalues the company and is not sufficiently substantiated” and that it was not “in the best interest of the company and the majority of its shareholders”.

Note the word “majority”. Daniel von Stockar, B Curti Holding and René Gilli, which together hold about 29 percent of the company’s capital, support the Bain proposal, the board noted. Von Stockar is on the board but recused himself from matters related to Bain’s move.

Regular readers might be getting a sense of déjà vu.

Remember Germany’s Software AG that I mentioned earlier? The one that Bain portfolio company Rocket had made an expression of interest for? Rocket’s interest didn’t win the support of the Software AG board, as it went with a bid from rival private equity firm Silver Lake, but it did have some tacit backing from a major shareholder, Schroders, which expressed surprise that the takeover committee did not engage with Bain and Rocket, whose expression of interest had quoted a higher share price. You can read about all of that here.

Stay public

Still with me? OK, sticking with Germany’s Software AG, we reported yesterday that Silver Lake had dropped its minimum threshold of 50 percent plus one share and extended its acceptance period by two weeks to 28 June. The private equity firm holds just over 31 percent of the company.

Silver Lake has said in a statement that it is comfortable with Software AG remaining a public company, as “Silver Lake has a long track-record of investing in public companies and supporting management teams in the execution of their strategy over a long investment horizon as a significant minority shareholder”.

So Silver Lake’s line is that it will try to complete the take-private, but it’d be happy to sit as a minority investor, and it looks unlikely that it’ll adjust its offer to attract more shareholders into the tender.

Bain has been quiet for several weeks about Germany’s Software AG, and declined to comment when I asked it about Silver Lake dropping its threshold.

Quarter done

One last bit of take-private news. Triton Partners has crossed the 25 percent threshold of shares in Finnish construction company Caverion, reaching just under 30 percent.

Caverion had also been subject to a rival bid from – yup, you guessed it – Bain Capital, which originally had the support of the board. But the board switched to Triton in March after Triton said it would lower its acceptance condition from 90 percent of the outstanding shares to two-thirds. That meant Triton’s offer could not be blocked by a Bain consortium, which held around 26.7 percent of Caverion’s shares.

Triton’s offer period is set to expire on 31 July.

For more on the tussle between Triton and Bain for control of Caverion, have a read of this. I’d summarise, but I’m running out of time this morning and we still have some deals to look at…

Pharma

Clardian, backed by Extens, has merged with Qairn to form Ubaq, a company that assists health sector industries digitise regulatory processes.

Ubaq is based in Paris, France. The company currently has around 50 employees.

Ubaq will support pharmaceutical companies and medical device manufacturers digitise via a SaaS software suite that will simplify the application of regulatory framework, according to a release.

Extens invested in Clardian in 2021.

“These assets should enable Ubaq to establish itself as a major European player in pharmtech by putting innovation at the service of the healthcare players,” said Morgane Decultieux, associate at Extens and a member of Ubaq board.

Devices

Arterex, which is backed by Investindustrial, has agreed to acquire NextPhase, a medical device manufacturer. No financial terms were disclosed.

Arterex is a medical device company.

Fintech

Market Pay Group, a portfolio company of AnaCap Financial Partners, has signed an agreement for the acquisition of Novelpay, including its French subsidiary PAX France Novelpay.

Novelpay is a Polish fintech company that develops independent software vertical products for payment terminals and associated terminal distribution. It is based in Warsaw.

Novelpay’s addition will enable Market Pay to strengthen and develop its existing product offering, as well as accelerating the deployment of its unified payment platform across Europe, according to a release.

Telecoms

Intragen, a portfolio company of FPE Capital, has completed the bolt-on acquisition of Finland-based identity and access management (IAM) business unit of Telia, a Swedish multinational telecommunications company and mobile network operator.

Telia is headquartered in Stockholm.

This acquisition will result in a threefold expansion of Intragen’s existing Finnish business, according to a release.