Established in 1969, the German technology firm, which has nearly 5,000 employees working across more than 70 countries, is said to help over 10,000 organisations with integration and APIs, IoT and analytics, and business and IT transformation

Software_AG_Headquarter_Darmstadt

Software AG headquarters in Darmstadt, Germany. (Credit: Snipermatze/Wikimedia Commons)

Software AG, a Germany-based enterprise software and technology company, has agreed to be acquired by technology investment firm Silver Lake Technology Management in an all-cash deal worth around €2.2bn.

In this regard, Blitz 22-449, a holding company controlled by funds managed or advised by Silver Lake, has signed an investment agreement with the German software firm.

Blitz 22-449 plans to launch a voluntary public tender offer at a price of €30 per share for all outstanding shares of the publicly-listed Software AG.

Software AG Foundation, which is Software AG’s major shareholder, is backing the deal by agreeing to divest 25.1% of all shares to Silver Lake. The foundation will continue to own 5% of shares, which are subject to a lock-up.

The offer price from Silver Lake is a premium of 53% to the closing price of Software AG’s shares on 20 April 2023. It also represents a premium of 48% to the latter’s three-month volume-weighted average share price.

Silver Lake’s intention is to delist Software AG’s shares after the deal.

Software AG CFO Daniela Bünger said: “The offer of €30.00 per share represents an attractive premium for our shareholders. The commitment of the Software AG Foundation as the company’s largest investor to sell 25.1 percent is testament to the attractiveness of the cash offer.”

Established in 1969, the German technology firm is said to help over 10,000 organisations with integration and application programming interfaces (APIs), Internet of Things (IoT) and analytics, and business and IT transformation.

The company, which has a revenue of over €950m, has nearly 5,000 employees working across more than 70 countries.

In 2021, Silver Lake invested €344m in the German firm to help the latter implement its Helix strategy aimed at achieving sustainable, profitable growth.

Software AG CEO Sanjay Brahmawar said: “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.

“A successful transaction would enable us to accelerate the execution of our strategy, double down on innovation in integration for customers, and provide greater opportunities to attract and develop talent.”

The deal is subject to a 50% acceptance threshold plus one share along with customary conditions such as regulatory clearances.

Last month, Silver Lake along with Canada Pension Plan Investment Board agreed to acquire Qualtrics in a deal worth around $12.5bn.