PARIS: Axway announced that on May 31, 2024 it has signed an agreement to acquire most of Sopra Banking Software’s activities, representing, on a stand-alone basis, revenue of €359m.

Axway’s Board of Directors approved the signing of the purchase agreement on the basis of a review by an independent expert (Cabinet Finexsi, whose report is linked at the end of this press release) of the valuation of Sopra Banking Software’s activities for €330 million.

Axway has secured the financing of this acquisition through the combination of new debt facilities confirmed by Groupe Crédit Agricole and Société Générale, and a share capital increase with preferential subscription rights of around €130m, benefitting from a subscription and underwriting commitment from the company’s controlling shareholder, Sopra GMT.

Indeed, as part of the share capital increase, in order to secure funding and guarantee the long-term independence of the new combined entity, Sopra GMT has undertaken to:

– Acquire a block of 3,619,423 Axway shares from Sopra Steria Group, representing approximately 16.73% of Axway’s capital, at a price per share equal to 26.5€, for an amount of €95.9m and all of Sopra Steria Group’s residual preferential subscription rights;

– Subscribe to the capital increase on an irreducible basis to the extent of its rights and those acquired from Sopra Steria Group, representing approximately 53% of the capital increase;

– Secure the remainder of the capital increase by subscribing any shares that would remain unsubscribed at the end of the allocation process (after orders on irreducible and reducible basis have been allocated).

The financing of Sopra GMT undertakings as described above will be carried out with the support of One Equity Partners, financial partner with which Sopra GMT has also concluded a binding agreement.

All transactions will be completed as soon as possible, by the end of the 3rd quarter 2024. The acquisition and the contemplated capital increase remain subject to obtaining the necessary regulatory approvals, including a waiver by the AMF concerning the filing of a mandatory tender offer, and to the AMF’s approval of the prospectus to be submitted by Axway in connection with the aforementioned capital increase.

Axway in talks to buy most of Sopra Banking Software for €330m