Bain Builds Software AG Stake in Challenge to Silver Lake
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- SOW.DE
(Bloomberg) -- Bain Capital has built a stake in Software AG, raising the prospect of a takeover battle for the German company, people with knowledge of the matter said.
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The private equity firm is seeking talks with Darmstadt-based Software AG to discuss a potential combination with Bain portfolio company Rocket Software, the people said, asking not to be identified because the information is private.
Software AG and Rocket Software both provide technology solutions to big companies, an area of the market that’s remained relatively robust amid a downturn in the overall technology industry.
Last week, buyout firm Silver Lake Management agreed to acquire Software AG for €30 a share in cash, valuing it at about €2.2 billion ($2.4 billion). Shares of the company have recently been trading above the offer price, as investors bet on the possibility of a bump or counteroffer.
To win over Software AG’s stakeholders, a counterbidder would likely have to offer more than Silver Lake and pitch the combination as a better strategic fit. Any challenge could become harder after Silver Lake announced moves on Friday to solidify its head start in the potential takeover battle.
Bain’s deliberations are at an early stage and may not lead to a formal offer, the people said. Representatives for Bain and Software AG declined to comment.
Bain agreed to buy a majority stake in Rocket Software in 2018. The company, based in the Boston area, sells hybrid cloud solutions, computing infrastructure software and other tools for large enterprises. Last month, Rocket Software announced the acquisition of Key Resources Inc. to expand its mainframe security offerings.
Any move by another suitor faces the hurdle that Silver Lake has an agreement to buy 25.1% from the Software AG Foundation and management backing for the offer, which is at more than a 50% premium to the last close before it was announced. Silver Lake said in a statement Friday that the foundation can’t withdraw from the agreement or sell to anyone else, and Silver Lake’s tender offer doesn’t need to succeed for it to buy the stake.
Silver Lake also said it’s bought an additional 5% stake in the market, meaning it’s now locked in 30% of the company.
The private equity firm has secured binding debt financing commitments and plans to delist Software AG as soon as practically possible, according to Friday’s statement. It also said it won’t seek a so-called domination agreement, leaving less room for hedge funds to hold out and try to force a higher bid.
(Updates with Software AG response, details from Silver Lake announcement from fifth paragraph.)
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