3 Change in the scope of consolidation
Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at closing rate.
Contingent consideration arrangements related to business acquisitions in which payments are contingent on continued employment and thus compensation for future service are recognized as remuneration and accrued amounts are presented as earn-out provisions.
Acquisition of Crayon
On July 2, 2025, SoftwareOne completed the transaction to acquire Crayon Group Holding ASA, Norway (Crayon), combining two leading global providers of software and cloud solutions. Upon settlement of the offer, SoftwareOne acquired 75,941,335 Crayon shares, ending up in approximately 91.77% of the share capital and voting rights in Crayon. A compulsory acquisition (squeeze-out) of all remaining Crayon shares pursuant to the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act was initiated. As control was gained immediately, the squeeze out is also part of the business combination accounting.
As a result, SoftwareOne assumed 100% ownership of Crayon. Settlement took place on July 8, 2025. The secondary listing and trading of the SoftwareOne shares on Euronext Oslo Børs commenced on July 3, 2025. The shares of Crayon Group Holding ASA were delisted from trading on Euronext Oslo Børs on July 11, 2025.
Prior to the acquisition, the creation of a capital band was approved at the Extraordinary General Meeting of SoftwareOne Holding AG on April 11, 2025, authorizing the Board of Directors to issue up to 72,205,459 fully paid-up registered shares.
The provisional fair values of the identifiable assets and liabilities as of the date of acquisition were:
in CHF million | |
Assets | As of July 2, 2025 |
Cash and cash equivalents | 217.3 |
Trade receivables | 1,115.4 |
Income tax receivables | 7.6 |
Other receivables | 55.0 |
Prepayments and contract assets | 73.1 |
Current assets | 1,468.4 |
Tangible assets | 9.0 |
Intangible assets | 325.5 |
Right-of-use assets | 39.4 |
Investments in associated companies | 3.6 |
Other receivables | 13.3 |
Deferred tax assets | 17.5 |
Non-current assets | 408.3 |
Total assets | 1,876.7 |
Liabilities | |
Trade payables | 1,284.9 |
Other payables | 140.7 |
Accrued expenses and contract liabilities | 63.0 |
Income tax liabilities | 5.0 |
Provisions | 5.3 |
Financial liabilities | 126.2 |
Current liabilities | 1,625.1 |
Other payables | 2.1 |
Provisions | 27.2 |
Financial liabilities | 30.3 |
Deferred tax liabilities | 79.7 |
Defined benefit liabilities | 1.2 |
Non-current liabilities | 140.5 |
Net assets acquired at fair value | 111.1 |
With respect to acquired receivables, the fair value of trade and other receivables at the acquisition date amounted to CHF 1,183.7 million. The gross contractual amount of receivables acquired was CHF 1,216.8 million. The best estimate at the acquisition date of the contractual cash flows not expected to be collected amounted to CHF 33.1 million.
Provisions include contingent liabilities for a potential risk associated with VAT deductions with an estimated amount of CHF 16.0 million, with insurance covering 80%.
Details of the purchase considerations recognized at acquisition and the derivation of goodwill are as follows:
in CHF million | |
Share consideration | 472.0 |
Cash consideration | 419.4 |
Cash consideration squeeze-out | 85.4 |
Fair value of Crayon shares already owned by SoftwareOne | 70.9 |
Total purchase consideration | 1,047.7 |
Less net assets acquired at fair value | –111.1 |
Non-controlling interest in Crayon subsidiaries | 9.5 |
Goodwill | 946.1 |
The purchase price allocation for the business combination is still provisional as of December 31, 2025, as work on certain items including contingent liabilities and tax risks is ongoing.
The share consideration for the 62,521,493 newly issued SoftwareOne shares amounts to CHF 472.0 million, based on the closing share price of CHF 7.55 on the SIX Swiss Exchange as of July 2, 2025. Additionally, a cash payment of CHF 419.4 million (NOK 5,240 million) was made for all 75,941,335 outstanding Crayon shares. The price payable per share in the compulsory acquisition corresponds to the offer price under the voluntary offer resulting in a cash payment of CHF 85.4 million (NOK 1,056 million).
In December 2024, SoftwareOne entered into a foreign currency call option to hedge foreign currency risks relating to the Crayon acquisition. The option was designated as a cash flow hedge. In June 2025, SoftwareOne restructured the hedging instrument into a plain vanilla currency swap. At the date of completion, related amounts accumulated in OCI amounting to a loss of CHF 9.5 million were transferred from the hedging reserve as a basis adjustment and are included in the cash considerations for the voluntary offer and for the squeeze-out.
SoftwareOne held 6,259,613 shares prior to the completion of the transaction, equivalent to approximately 6.99% of the outstanding shares in Crayon resulting in a fair value of CHF 70.9 million.
Non-controlling interest is measured at its proportionate share of the fair values of the identifiable net assets acquired, amounting to CHF 9.5 million. Accordingly, the goodwill arising from the business combination represents only the portion attributable to the controlling interest held by SoftwareOne.
The goodwill recognized primarily represents the assembled workforce and expected synergies by combining the activities of Crayon with those of the group. The goodwill is not deductible for income tax purposes.
Acquisition-related costs such as due diligence, legal and advisory costs totaling CHF –20.8 million, are directly attributable to this acquisition. CHF –8.6 million has been recognized as other operating expenses in 2025 and CHF –12.2 million in 2024.
From the date of acquisition, Crayon has contributed CHF 273.5 million in revenue and CHF –6.9 million to earnings before income tax.
If the acquisition had taken place at the beginning of the year, revenue of the combined group would have been CHF 1,513.9 million and earnings before income tax would have been CHF 37.8 million.
The transaction was financed by bridge facilities amounting to CHF 700.0 million to fund the total cash consideration including the compulsory acquisition (bridge facility A of CHF 500.0 million) and to refinance Crayon’s existing debt (bridge facility B of CHF 200.0 million). Crayon’s bond loan was repaid at the repayable amount including a make-whole payment in accordance with the contract. In July 2025, the group entered into a new financing agreement including a CHF 660.0 million multi-currency revolving credit facility, and a CHF 600.0 million term loan facility. For further details, refer to Note 20 Financial liabilities.
Cash flow on acquisitions
in CHF million | Crayon | Others | Total |
Cash consideration | –419.4 | - | –419.4 |
Cash consideration squeeze-out | –85.4 | - | –85.4 |
Net cash acquired | 217.3 | - | 217.3 |
Cash consideration for current period acquisitions | –287.5 | - | –287.5 |
Cash consideration for prior period acquisitions1) | - | –2.7 | –2.7 |
Net outflow of cash – investing activities | –287.5 | –2.7 | –290.2 |
1)Paid contingent consideration liability for Medalsoft and Predica, refer to fair value estimation in Note 4.3.
Acquisitions in 2024
In 2025, the group finalized the purchase accounting for the acquisition of Medalsoft International Co. Ltd., China, made in 2024. There were no changes in the final fair values of acquired assets and liabilities compared to the provisional amounts disclosed in the 2024 Consolidated Financial Statements.
The fair values of the identifiable assets and liabilities as of the date of acquisition were:
in CHF million | Medalsoft |
Current assets | 7.0 |
Non-current assets | 0.1 |
Total assets | 7.1 |
Current liabilities | 2.5 |
Non-current liabilities | 0.7 |
Net assets acquired at fair value | 3.9 |
Details of the purchase considerations recognized at acquisition and the derivation of goodwill were as follows:
in CHF million | Medalsoft |
Cash consideration | 15.0 |
Contingent consideration liabilities | 6.3 |
Total purchase consideration | 21.3 |
Less net assets acquired at fair value | 3.9 |
Goodwill | 17.4 |
The cash flow on acquisitions was:
in CHF million | Medalsoft | Others | Total |
Cash consideration | –15.0 | - | –15.0 |
Net cash acquired | 0.9 | - | 0.9 |
Cash consideration for current period acquisitions | –14.1 | - | –14.1 |
Cash consideration for prior period acquisitions1) | - | –5.3 | –5.3 |
Net outflow of cash – investing activities | –14.1 | –5.3 | –19.4 |
1)Including a subsequent purchase price adjustment of CHF 0.8 million for Novis, a deferred payment of CHF –1.3 million for Novis and payments of contingent consideration liabilities for Predica and Intelligence Partner in the amount of CHF –3.2 million.
Acquisitions of non-controlling interest
In 2025, the group purchased non-controlling interest held by minority shareholders in Crayon subsidiaries. As these transactions occurred after control had already been obtained, they were accounted for as equity transactions. The difference between the consideration paid and the carrying amount of the acquired non-controlling interest of CHF –0.5 million was recognized directly in equity.