DETAILS OF THE PROPOSED ACQUISITION OF OSISOFT. c.$0.9 billion from existing cash on balance sheet and new debt facilities, resulting in pro forma net leverage of 1.9x EBITDA for the Enlarged Group; OSIsoft's founder, Dr. J. Patrick Kennedy, will remain involved in the business through his appointment to the newly established (non-Board) role of Chairman Emeritus and ongoing share ownership of. Together, AVEVA and OSIsoft can provide full stack end-to-end solutions that span edge, plant, and enterprise deployments. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Furthermore, AVEVA can still offer equity to OSIsoft’s Kennedy to keep him personally invested in the combined firm. Approximately 88% ($4.4 billion) of the total consideration will be paid in cash, which will be funded by a combination of: c.$3.5 billion from the proceeds of the proposed Rights Issue. OSIsoft founder and CEO Dr. J. Patrick Kennedy added, “Joining forces with AVEVA enhances and extends our ability to deliver on our key commitments to our customers, partners and employees. Trademark … Following Completion, and while Dr. J. Patrick Kennedy has a legal or beneficial interest in 3% or more of the share capital of AVEVA (including through Estudillo), each of Dr. J. Patrick Kennedy and Estudillo will consult with AVEVA and its brokers prior to any offer or disposal of Ordinary Shares. Last Financing Details. Discover how AVEVA's cloud-based engineering solution is helping Veolia empower a connected workforce, foster greater collaboration and efficiency, while helping realize their sustainability ambitions and deliver greater value for their customers. OSIsoft Comparisons . The Schneider Electric and Life Is On trademarks are owned by Schneider Electric and are being licensed to AVEVA by Schneider Electric. AVEVA, the industrial software company, announced on August 25, 2020, its intention to acquire OSIsoft from Dr. J. Patrick Kennedy and OSIsoft investors, including SoftBank, for $5 billion. AVEVA and certain of its subsidiaries have agreed on a joint and several basis to pay and reimburse Schneider Electric for the full amount of any payments made by Schneider Electric under the guarantee. Together, AVEVA and OSIsoft can provide full-stack solutions that span edge, plant, and enterprise deployment models, strengthening AVEVA's position as … About 60% of OSIsoft’s revenues are recurring, although this is mostly in maintenance revenues. Schneider Electric has irrevocably agreed to vote (or cause to be voted) its Ordinary Shares, which constitute approximately 60% of the issued and outstanding Ordinary Shares of AVEVA as of the date hereof, in favour of the Resolution approving, among other things, the Acquisition, at the General Meeting, pursuant to a voting and support agreement between Schneider Electric, OSIsoft and the Company entered into on 25 August 2020. EBITDA, as used in this announcement, is calculated as adjusted EBIT plus depreciation. AVEVA Group plc ("AVEVA" or the "Company"), a global leader in industrial software, announces that it has reached agreement on the terms of an acquisition of OSIsoft (the "Acquisition"), Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is a global leader in real-time industrial data software and services. As of 31 December 2019, OSIsoft had gross assets of $364.6 million and net assets of $126.3 million. It is listed on the London Stock Exchange and is part of the FTSE 100 Index. Acquisition of OSIsoft for an enterprise value of $5.0 billion, on a cash-free and debt-free basis, assuming a normalised level of working capital, and subject to customary completion adjustments; $5.0 billion represents a multiple of 32.9x EV / Adjusted TTM EBIT, broadly in line with AVEVA's multiple; Acquisition is expected to be funded by a combination of a capital raise by way of the Rights Issue, cash on balance sheet, new debt facilities and issuing new Ordinary Shares to one of the selling shareholders, as follows: Approximately 12% ($0.6 billion) of the total consideration will be paid to Estudillo, in newly issued Ordinary Shares, , of which Estudillo will distribute approximately 90% of the shares to affiliates of Dr. J. Patrick Kennedy and 10% to other shareholders in Estudillo; and. HQ Location. Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£. Whilst organic revenue has been down in the first half of 2020 (likely due to its ongoing transition to a subscription-based model and the coronavirus pandemic), it is inevitable that this acquisition will aid its growth, with new investment helping to improve operations and assisting the company to continue dominating a sector with excellent gross margins. The deal looks to accelerate the convergence of industrial software applications with real-time operational data flows. In addition, the pandemic has stimulated people’s thinking about opportunities that can be unlocked through … The Bridge Facilities are not expected to be drawn and will be automatically cancelled upon receipt of the net proceeds of the Rights Issue. 5. Estudillo Holdings Corp. ("Estudillo"), a company majority owned by Dr. J. Patrick Kennedy and his family, which holds a 50.3% stake; SB/OSI, Inc. ("SoftBank"), a company owned by SoftBank Group, which holds a 44.7% stake; and. efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. A big impetus for the transaction is to further diversify AVEVA away from its main market–oil and gas (from 40% to 25% of revenue). For Aveva, acquiring OSIsoft is likely to require some inventive financing. 10. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. The acquisition also has the promise of reducing competitive pressures on the combined firm in the long run, decreasing the net change in costs associated with undercutting rivals by the incumbent firm. SoftBank owns its stake through its Vision Fund. Total Raised. This will deliver the necessary voting majority for the Resolution to pass. For further information, please contact. The Seller Non-Competition Agreement also contains non-solicitation (in respect of employees and business connections), non-hiring and non-disparagement obligations. % in the Enlarged Group, in order to support the delivery of the full strategic, operational and financial benefits of the Acquisition; PI to be established as a business unit within the Enlarged Group, and AVEVA plans to establish retention and incentive arrangements with key OSIsoft management and employees in order to ensure the continued success of OSIsoft as part of the Enlarged Group; Completion is conditional upon, among other things, Shareholder approval of the resolution needed to complete the Acquisition and to authorise the directors to allot shares in connection with the Rights Issue and the Acquisition (the "Resolution") and satisfaction of applicable antitrust and other regulatory approvals; The Combined Circular and Prospectus is expected to be published in October or early November 2020 with the proposed Rights Issue to follow soon thereafter; For the purposes of certain funds in connection with the Acquisition, AVEVA has entered into a fully committed facilities agreement with Barclays, BNP Paribas and J.P. Morgan, consisting of: billion (the "Bridge Facilities") which is not expected to be drawn and will be cancelled upon receipt of the net proceeds of the Rights Issue; and, Fully committed term and revolving facilities which include a $900 million term loan facility with a maturity of 3 years ("Term Loan") and a £250 million revolving credit facility with a maturity of a minimum of 3 years ("RCF"); and. The combination of AVEVA and OSIsoft will help customers in industrial and essential organizations accelerate … 4. Schneider Electric Irrevocable Undertakings. emperor.works. Primary Industry. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. Employees. All OSIsoft financial information in this announcement is presented in accordance with US GAAP and may be different in the Combined Circular and Prospectus, which will be prepared in accordance with IFRS and AVEVA's accounting policies. AVEVA and OSIsoft will further deliver on their sustainability goals, driving significant benefits for their customers. Pursuant to the Seller Non-Competition Agreement, Dr. J. Patrick Kennedy has agreed that, for a three-year period following Completion, he will not (and shall cause his controlled affiliates not to) directly or indirectly, among other things, operate, control or engage in any business competing with any member of the OSIsoft Group throughout the United States and any country in the world if the OSIsoft Group is conducting or has undertaken material planning to conduct business in such country as of Completion. The industrial sector, although a pioneer in exploring new technology, is the last to integrate and use its technology for its resources. It’s currently used by 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. The company expects to be EBITDA profitable by the end of 2024. Schneider can readily participate in the offer of new equity as it has both €5 billion of cash and the headroom to raise more debt of its own. AVEVA disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation. Micro Focus struggled with its $8.8bn reverse takeover of Hewlett Packard Enterprise’s unwanted software business. J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("JPM") and which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as joint corporate broker to AVEVA and no one else in connection with the proposed Acquisition or any other matter referred to in this announcement and will not be responsible to anyone other than AVEVA for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as joint corporate broker to AVEVA and no one else in connection with the proposed Acquisition or any other matter referred to in this announcement and will not be responsible to anyone other than AVEVA for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.
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