financial information relating to OSIsoft has been extracted or derived from the audited results for the twelve months ended 31 December 2019 and the unaudited results for the six months ended 30 June 2020. 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. The Facilities Agreement is unsecured, however indebtedness under the Facilities Agreement is guaranteed by certain subsidiaries of AVEVA. The Acquisition to form the "Enlarged Group" is a Class 1 transaction for AVEVA under the Listing Rules of the. DETAILS OF THE PROPOSED ACQUISITION OF OSISOFT. The SUPA contains customary representations, warranties, covenants and pre-Completion undertakings. Combined pro forma financial information is based on twelve months ended 31 March 2020 for AVEVA and twelve months ended 30 June 2020 for OSIsoft. The acquisition will enable AVEVA to broaden and deepen its relationships with existing and new customers, generate significant value for shareholders, and bring a more comprehensive product portfolio to the market. In the period from 2016 to 2019, OSIsoft delivered a revenue CAGR of 9.7% and an Adjusted EBIT CAGR of 18.5%. Trademarks may include brand names, product names, logos and slogans. Close cookies popup investors.aveva.com uses cookies. The data collected and analysed by OSIsoft’s PI software could also be used by AVEVA to improve its other offerings. This announcement is an announcement and not a circular or prospectus or equivalent document and prospective investors should not make any investment decision on the basis of its contents. The Bridge Facilities are not expected to be drawn and will be automatically cancelled upon receipt of the net proceeds of the Rights Issue. EBITDA, as used in this announcement, is calculated as adjusted EBIT plus depreciation. 75 has been used, which has been derived from data provided by Bloomberg on 24 August 2020. financial information relating to AVEVA has been extracted or derived from the audited results for the twelve months ended 31 March 2020; and. This means that the company is still growing about 10-15% in topline revenue per year, an impressive figure in the industrial technology space for such a sizable profile. 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. Combined revenue breakdowns by industry and geography have been derived from the reclassification of OSIsoft segments in accordance with AVEVA's segments. OSIsoft has a strong track record of organic growth and cash generation, with revenue growing at a 10.3% CAGR over the last 10 years (2009-2019). The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. AVEVA's industrial software is a key element of Schneider Electric's IoT-enabled architecture, EcoStruxure which will be further enhanced by OSIsoft's PI System and its support for … 10. Micro Focus struggled with its $8.8bn reverse takeover of Hewlett Packard Enterprise’s unwanted software business. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. The industrial sector, although a pioneer in exploring new technology, is the last to integrate and use its technology for its resources. MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake. Therefore, this made offering OSIsoft’s owners stock in the new company less likely than a capital increase, where Schneider could buy new shares. To fund the rest of the proposed $5 billion deal, AVEVA considered offering stock, selling new equity, or both. 4. Autonomy’s sale to the US hardware giant embroiled both parties in a drawn-out court battle. To explore OSIsoft‘s full profile, request access. The interoperability of these two offerings is evidenced by the fact that there are many companies that make use of software from both AVEVA and OSIsoft, such as Adani Group. Neither Numis nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not its client in connection with this announcement, any statement contained herein, the Acquisition or otherwise. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index. This information is provided by RNS, the news service of the London Stock Exchange. 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. The consideration for the Acquisition will comprise: (i) the payment of $4.4 billion in cash consideration; and (ii) the allotment and issuance by AVEVA of 10.9 million consideration shares in respect of a portion of the consideration payable to Estudillo, subject to certain customary adjustments and payments to reflect that the Acquisition will be made on a cash-free, debt-free basis and on the basis of a normalised level of working capital at Completion. Founded in 1980, headquartered in San Leandro, California. The Schneider Electric and Life Is On trademarks are owned by Schneider Electric and are being licensed to AVEVA by Schneider Electric. Story body. The deal is likely to be funded by a $3.5 billion rights issue, cash and new debt facilities. Total Raised. Additionally, the acquisition of OSIsoft requires inventive financing. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. Ultimately, this deal sets the way for AVEVA to become a global pioneer in the field of industrial digitalisation. Together, AVEVA and OSIsoft can provide full stack end-to-end solutions that span edge, plant, and enterprise deployments. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Another part of the discussion was the pandemic that has exposed a number of problems and issues that can be solved with digitalization. Completion of the Acquisition is conditional upon satisfaction of certain conditions, including the approval of Shareholders at the General Meeting and the receipt of antitrust and CFIUS approvals. Together we will be better able to service the largest digital transformation projects in history" - J. Patrick Kennedy, CEO of OSIsoft. Schneider Electric has irrevocably agreed to vote (or cause to be voted) its Ordinary Shares, which constitute approximately 60% of the issued and outstanding Ordinary Shares of AVEVA as of the date hereof, in favour of the Resolution approving, among other things, the Acquisition, at the General Meeting, pursuant to a voting and support agreement between Schneider Electric, OSIsoft and the Company entered into on 25 August 2020. Where amounts are shown in both US dollars and sterling, or converted between the aforementioned currencies, in this announcement, an exchange rate of £1.00/US$. In addition, the pandemic has stimulated people’s thinking about opportunities that can be unlocked through … Schneider Electric has agreed that it will not dispose of, or enter into an agreement to dispose of, its Ordinary Shares in the Company until dealings in the Rights Issue shares (fully paid) have commenced. Schneider Electric's obligations shall not apply if there is a governmental order which prohibits the carrying out of the above actions. Schneider Electric has also irrevocably committed to take up (or cause to be taken up) its entitlement to subscribe for shares pursuant to the Rights Issue, pursuant to an equity financing deed between Schneider Electric, AVEVA, J.P. Morgan Securities plc, as the lead arranger of the Facilities Agreement (the "Arranger"), Barclays Bank PLC, BNP Paribas Fortis SA/NV and Numis Securities Limited entered into on 25 August 2020 ("Equity Financing Deed"). It’s currently used by 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. Founded in 1967, headquartered in Cambridge, England. 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. HQ Location. efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. Combined pro forma financial information is based on twelve months ended 31 March 2020 for AVEVA and twelve months ended 30 June 2020 for OSIsoft. The funds and assets of the larger company provide some assurance and security to OSIsoft. Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£. AVEVA’s $5 Billion Acquisition of OSIsoft, "Combining AVEVA and OSIsoft is yet another significant milestone in our journey to achieving the ambitious growth goals that we have set." Pro forma oil & gas revenues based on AVEVA's approximate oil & gas revenues in financial year ended 31 March 2020 and OSIsoft's oil & gas revenues estimated by applying billings by industry breakdown (breakdown for OSIsoft's financial year ended 31 December 2019) to total revenues for the twelve months ended 30 June 2020. History Early history. AVEVA Group plc has announced plans to raise cash to help fund the acquisition of OSIsoft. Firstly, the software portfolios offered by AVEVA and OSIsoft are complementary, with AVEVA providing product options focused on the design, implementation, and control of technical systems whilst OSIsoft offers software to optimise data collection from sensors and make use of collected data. … In the twelve months ended 30 June 2020, OSIsoft had revenue of $488.5 million and Adjusted EBIT of $152.2 million. OSIsoft is headquartered in California, USA, and has approximately 1,400 employees. 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. This announcement contains statements about AVEVA that are or may be forward looking statements. H1 20 and TTM ended 30 June 2020 figures are shown according to new ASC 606 policies. Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to AVEVA and no one else in connection with the possible acquisition referenced above and will not be responsible to anyone other than AVEVA for providing the protections afforded to clients of Lazard or for providing advice in relation to the proposed Acquisition or any other matters referred to in this announcement. HISTORICAL FINANCIAL PERFORMANCE OF OSISOFT. As of 31 December 2019, OSIsoft had gross assets of $364.6 million and net assets of $126.3 million. Aveva said it expects to report revenue of around GBP333 million for the first half of financial 2021. OSIsoft works with over 1,000 of the world's leading power and utilities companies, 38 of the Global Fortune Top 40 oil & gas companies, all of the Global Fortune Top 10 metals and mining companies, 37 out of 50 of the world's largest chemical and petro-chemical companies and 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is a global leader in real-time industrial data software and services. SoftBank owns its stake through its Vision Fund. Bloomberg | Quint is a multiplatform, Indian business and financial news company. 5. Osisoft's new tradmarks suggest it is investing in R&D and marketing, while expanding into new products or markets. Webfg. OSIsoft’s software has great potential. AVEVA's industry exposure will also be further diversified with the oil & gas segment's contribution to pro forma revenue expected to decrease from c.40% to c.35%; Create cross selling opportunities across the Americas, EMEA and Asia Pacific, with each region contributing c.41%, c.36% and c.23%, respectively, to the Enlarged Group's pro forma revenue; Support delivery of AVEVA's medium term targets and enhance the Enlarged Group's long-term growth opportunity, with OSIsoft's strong historical growth, recurring revenue and margins closely aligned with AVEVA's own targets, and significant further upside through operational leverage, cost and revenue synergies; Create additional value for Shareholders through the potential for material cross-sell and upsell revenue synergies owing to the high degree of complementarity between the two product portfolios and a significantly larger customer base in expanded geographies and industries; Meaningful cost synergies are expected to be achieved, driven by operational efficiencies through the optimisation of cost structures such as elimination of overlaps, increased utilisation of delivery centres, and integration of corporate and administrative functions; Create material cash tax savings over a 15 year period as a result of intangible assets created by the Acquisition that can be amortised for tax purposes; and. 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