To explore OSIsoft‘s full profile, request access. Post Valuation. Total Raised. 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 2019, OSIsoft held $96.3M (£72.6M) in cash and cash equivalents and $1.26B (£0.95B) in total assets, while AVEVA held £127.8M in cash and £2.48B in total assets. Ultimately, this deal sets the way for AVEVA to become a global pioneer in the field of industrial digitalisation. Strengthen AVEVA's position in the power & utilities and chemicals & petrochemicals segments and add stronger positions in the pharmaceutical, food & beverage and life sciences segments. 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. and Estudillo will consult with AVEVA and its brokers prior to any offer or disposal of Ordinary Shares. - Craig Hayman, CEO of AVEVA, OSIsoft’s software has great potential. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. It is listed on the London Stock Exchange and is part of the FTSE 100 Index. AVEVA and OSIsoft will combine to help customers in industrial and essential organizations accelerate their digital transformational strategies by driving greater efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. 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. efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. In the twelve months ended 30 June 2020, OSIsoft had revenue of $488.5 million and Adjusted EBIT of $152.2 million. Analyst Michael Briest raised the group’s price target from 3,500p to 4,100p, pinning the upgrade on a positive view of Aveva’s takeover of OSIsoft. Terms and conditions relating to the use and distribution of this information may apply. EBITDA Post-Val Status Debt; This information is available in the PitchBook Platform. AVEVA GROUP PLC : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP PLC Stock | AVV | GB00BBG9VN75 AVEVA and OSIsoft have a significant shared customer base, which provides synergies in multiple industries, ... (save in respect of OSIsoft) exceptional items. Through OSIsoft's PI System, customers draw insights, make better decisions, optimise operations, and drive digital transformation. On 25 August 2020, AVEVA and Schneider Electric entered into a cooperation agreement recording the steps which AVEVA and Schneider Electric have agreed to take in relation to Completion and certain obligations which each party has agreed in favour of the other relating to the Acquisition (the "Cooperation Agreement"). The Cooperation Agreement provides, amongst other matters, that AVEVA shall use its reasonable best efforts to cancel (if undrawn) or prepay (if drawn) the portion of the Bridge Facilities guaranteed by Schneider Electric in full prior to the latest applicable termination date under the Facilities Agreement, and that Schneider Electric will assist AVEVA and its advisers as reasonably requested in connection with any filings with applicable governmental authorities deemed necessary or advisable as a result of the Acquisition. 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. As Mark Hake points out, EBITDA profit is not the same as net income profits or cash flow. 10. 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. If the software stacks of the two companies can be integrated, this could make for a smooth end-to-end customer experience in which AVEVA provides software to be used at all stages of building infrastructure, from design to control to maintenance and optimisation. There are two beneficial short-term consequences that emerge from AVEVA’s agreement to acquire OSISoft. Webfg. Together we will be better able to service the largest digital transformation projects in history" - J. Patrick Kennedy, CEO of OSIsoft. 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. The Cambridge-based company, which has an enterprise value of 7.4 billion pounds ($9.6 billion), can’t fund a deal from its current balance sheet, with just 114 million pounds of cash. % 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. 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. The deal is likely to be funded by a $3.5 billion rights issue, cash and new debt facilities. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. Danone. Furthermore, AVEVA can still offer equity to OSIsoft’s Kennedy to keep him personally invested in the combined firm. OSIsoft’s software has great potential. 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. Schneider Electric Irrevocable Undertakings. The hybrid AVEVA/Schneider Electric relationship is intriguing, and with the addition of OSIsoft provides another valuable dimension. 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. emperor.works. GVC reported underlying Ebitda of GBP761.1 million for 2019. customers to connect disparate sources of time-series data in an efficient and cost-effective manner. It’s currently used by 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. In addition, under an English law governed guarantee entered into on 25 August 2020, Schneider Electric has irrevocably and unconditionally agreed to guarantee the obligations of the borrowers, as they concern payment of principal and outstanding interest, in respect of $2.2 billion of the Bridge Facilities. 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. billion and Adjusted EBIT of c.£330 million (c.28% margin) for the Enlarged Group; Combine the complementary product offerings of AVEVA and OSIsoft - bringing together industrial software and data management - capitalising on the technological megatrends that are driving digital transformation of the industrial world as efficiency, flexibility, sustainability and resilience become increasingly urgent requirements for customers: OSIsoft's PI System is a very scalable and robust enterprise level data historian platform, which will be a key enabler of a number of AVEVA solutions, in particular enhancing the Digital Twin, HMI/SCADA, Manufacturing Execution System and Asset Performance, with more inputs and connectivity to feed AI-infused and cloud-based solutions; AVEVA's and OSIsoft's solutions will combine to create a leading Industrial Internet of Things (IIoT) portfolio, which will continue to be platform and hardware agnostic, meaning that it will be able to communicate with diverse devices using different operating systems; The combined solution set will optimise engineering, operations and performance, with unprecedented efficiency and value as a result of the integration of both businesses; and. The combination of AVEVA and OSIsoft will help customers in industrial and essential organizations accelerate … Schneider Electric, which currently holds approximately 60% of the issued Ordinary Shares of AVEVA, has irrevocably committed to vote in favour of the Acquisition and fully subscribe to the Rights Issue on a pro rata basis. AVEVA has reached agreement on the terms of an acquisition of OSIsoft at an enterprise value of $5.0 billion. The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. 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. Adjusted Earnings Before Interest and Tax (EBIT), as used in this announcement, is calculated where applicable before amortisation of intangible assets (excluding other software), share-based payments, gain/loss on fair value of forward foreign exchange contracts and (save in respect of OSIsoft) exceptional items. 4. Founded in 1967, headquartered in Cambridge, England. 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. HQ Location. 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. 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