EQT, announced its intention to buy SUSE and make it a private company

Announce Intentions to Acquire SUSE

Recently SUSE, unveiled via a blog post, the intentions of Holding Marcel LUX III SARL (Marcel), SUSE's majority shareholder, owns 79% of the shares, to acquire 100% of the shares of SUSE, in which it will offer shareholders 16 euros per share, a premium of almost 67% over Thursday's closing price, which values ​​the company at 2.720 billion euros (2.960 billion dollars).

It is mentioned that the agreement that will be financed by a special dividend issued by the company of software that in turn will be financed with available cash and loans worth up to 500 million euros. EQT's Reichel said the private equity firm was in no hurry to pull out of SUSE.

SUSE, the company behind SUSE Linux Enterprise (SLE), Rancher and NeuVector and a world leader in open source enterprise solutions, announces that its majority shareholder Marcel LUX III SARL (Marcel) intends to take the company private by delisting it from the Stock Exchange. Frankfurt securities through a merger into an unlisted Luxembourg entity in the legal form of an SA

After the announcement, SUSE's share price rose to 15,27 euros. For comparison, after going public, SUSE's share price was 30 euros, and at the peak it reached 42,4 euros. This year has been mostly negative, with SUSE's share price some three times lower over the year.

The offer is said to represent a significant drop from the €30 IPO price in May 2021. SUSE shares rose nearly 60% in early Frankfurt trading on Friday.

EQT Private Equity has underlined its commitment to support the company strategically and financially, and to cooperate closely with the SUSE CEO and his management team.

“I believe in the strategic opportunity of taking the company private – it gives us the right environment to grow the business and deliver on our strategy with the new leadership team,” said Dirk-Peter van Leeuwen, CEO of SUSE. "EQT Private Equity and SUSE's partnership in a private setting has been fruitful before and we are excited about the long-term potential of the firm and our continued collaboration."

Marcel, the EQT holding company, said that With the acquisition of 100% of the shares, a transformation of SUSE will be carried out of a public company to a private company that does not participate in trading on the stock market and for those who do not want to sell their shares after transformation may remain among the shareholders of a private company. The board of directors and SUSE supported the transformation, saying delisting would allow the company to focus on operations and long-term strategy.

A schedule of transactions is presented on the offer:

• The offer document for the Offer will be published by Marcel in due course, followed by an acceptance period of at least four weeks.
• Settlement of the offer is expected to occur in the first half of October 2023.
• Following the settlement of the Offer, an extraordinary general meeting of SUSE to be held in the fourth calendar quarter of 2023 will resolve the merger of SUSE with an unlisted Luxembourg entity.
• This will result in the delisting of SUSE from the Frankfurt Stock Exchange.

While for the part of the transaction structure, the following is shared:

• SUSE has signed a TFA with Marcel.
• Under the terms of the TFA, SUSE has committed to declare and pay an interim dividend to all shareholders, regardless of whether or not they accept the Offer.
• The interim dividend per SUSE share will be determined and payable after the expiration of the period for acceptance of the Offer.
• The interim dividend payment will be funded by SUSE through a combination of existing cash and additional borrowing.
• Any additional borrowing will be in the form of loans underwritten by SUSE group companies up to a maximum of EUR 500 million. The amount of the contracted loans will only be determined once the Bid acceptance period has ended.
• There is no obligation for shareholders to accept the Offer. EQT Private Equity does not intend to seek a forced sale. Therefore, shareholders who wish to continue to invest in SUSE in a private setting are welcome to do so.

Finally if you are interested in knowing more about it, you can check the details in the following link