ZURICH (Reuters) – The three founding shareholders of SoftwareOne said on Monday they plan to replace the board of the Swiss IT service provider following a failed bid last year to delist the company with a sale to U.S. investor Bain Capital.
Daniel von Stockar, Rene Gilli and B. Curti Holding, said in a statement they want to vote president Adam Warby and most other members off the board and have called for an “Extraordinary General Meeting to elect a new board with no delay”.
In total, the three shareholders control some 29.1% of the company stock. Because not all shareholders participate in voting, the founders have a good chance of prevailing at the assembly.
SoftwareOne declined to comment.
SoftwareOne listed on the Swiss stock exchange in 2019, but its stock has since suffered losses.
Last year, the founding shareholders attempted to take the firm off the stock exchange by selling to Bain but the board rejected a non-binding offer of 18.50 francs per share worth some 2.9 billion francs, as well as higher offers.
In mid-January, after examining its options, SoftwareOne decided it wanted to remain independent. The firm wants to present its future plans at a capital market day on Feb. 15.
“SoftwareOne’s founding shareholders fundamentally disagree with the Board of Directors’ conclusion of the strategic review and are of the opinion that the recent non-binding offer for a going-private transaction should have been presented to shareholders,” the shareholders looking to change the board said.
The internal wrangling has not put off Bain, according to a person familiar with the matter.
“Bain is in discussions with the founding shareholders and remains interested in a transaction, should such an opportunity arise” the person said.
With over 9,000 employees, SoftwareOne helps companies purchase and manage software from other providers such as Microsoft, SAP or Adobe.
(Reporting by Noele Illien and Dave Graham; Editing by Rachel More and Michael Perry)
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