SoftwareOne Shareholders Want Board Fired Over Bain Rebuff

(Bloomberg) — SoftwareOne Holding AG’s founding shareholders called for the company’s board to be replaced after it rejected a 3 billion-franc ($3.5 billion) takeover offer from Bain Capital. 

Daniel von Stockar, B. Curti Holding AG and René Gilli, which together own 29% of SoftwareOne, disagree with the decision to rebuff Bain, according to a statement Monday. They said the non-binding offer should have been presented to shareholders. 

Shares of the Swiss software provider gained as much as 9.6%, the most since June, when Bain announced its takeover offer. ZKB analyst Christian Bader said in a note that a potential replacement of the entire board could lead to a scenario where a takeover goes through. Bain’s offer price would represent a 19% upside to Friday’s closing price, he said.

Bloomberg News previously reported that at least one large shareholder had expressed frustration over the stalled takeover talks and was considering further action to increase pressure on senior management to pursue a deal.

The founding shareholders want an extraordinary meeting to replace all directors except von Stockar. They proposed Annabella Bassler, Jörg Riboni, Andrea Sieber and Till Spillmann as new board members. 

Read more: Bain Capital’s SoftwareOne Chase Is Said to Stall Over Price

A spokesperson for the shareholders said they want an “open-minded governing body to evaluate a going-private transaction, taking into account the market environment, SoftwareOne’s positioning, the company’s existing growth and value creation potential as well as the interests of all stakeholders.”

Read more: SoftwareOne Slumps After Rejecting Bain Lowered Bid: Street Wrap

 

–With assistance from Allegra Catelli.

(Updates with shares in third paragraph)

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