Fairness Opinion for Crealogix Holding AG

Fairness Opinion related to the public tender offer by Vencora UK Ltd for all publicly held registered shares of Crealogix Holding AG

Transaction
Author
IFBC Team
Date
5/12/2023

Fairness Opinion related to the public tender offer by Vencora UK Ltd for all publicly held registered shares of Crealogix Holding AG

On 16 November 2023, Vencora UK Ltd (Vencora) announced that it has entered into a transaction agreement with Crealogix Holding AG (CREALOGIX) to acquire all publicly held registered shares of CREALOGIX by way of a public tender offer. The offer price per CREALOGIX share amounts to CHF 60.00 net in cash according to the offer prospectus dated 1 December 2023 and according to the pre-announcement of the public tender offer by Vencora. This corresponds to a transaction volume of approximately CHF 84 million. After expiry of the offer period, Vencora plans to delist the CREALOGIX shares from the Swiss Stock Exchange.

Compared to the closing price of CHF 49.80 on 15 November 2023, the day before the pre-announcement of the offer, the offer price of CHF 60.00 represents a premium of 20.48%. The comparison between the offer price and the volume-weighted average price (VWAP) of the last 60 trading days as per 15 November 2023 of CHF 49.45 results in a premium of 21.33%.

Vencora acquires, strengthens and grows vertical market technology companies in the banking, insurance and financial services sector. With Vencora as owner, various opportunities arise for CREALOGIX. Vencora’s reputation and financial strength increase CREALOGIX’s chances of success in the market. In addition, the expanded geographical scope strengthens the CREALOGIX’s competitiveness and creates long-term growth potential. By sharing resources and expertise, operating costs can be further reduced, and competitiveness can be increased in the future. At the same time, Vencora’s decentralized business model offers vertical market software companies the ability to maintain their independence, which allows them to focus on the needs of customers and employees post acquisition, and thus offers the customers a high degree of reliability despite a change of ownership. The continuity of the business and the quality of the services provided by CREALOGIX are preserved, and customer confidence is strengthened.

Support by IFBC

IFBC prepared a fairness opinion for the Board of Directors of CREALOGIX to assess the financial adequacy of Vencora’s purchase offer. Based on the analyses and value assessments, IFBC considers the offer price of CHF 60.00 per share of CREALOGIX to be fair from a financial point of view. For more than 10 years, IFBC has been particularly qualified as evaluator pursuant to Article 30(6) Takeover Ordinance on Public Takeover Offers for the preparation of fairness opinions and is the market leader in this field in Switzerland.

About CREALOGIX

CREALOGIX is a global leader in digital banking technology and a Swiss Fintech 100 company. For 25 years now, CREALOGIX has partnered with some of the world’s leading banks and wealth management firms. CREALOGIX provides them with in-depth sector expertise and innovative technology.

About Vencora

As an operating group of Constellation Software Inc. and headquartered in Toronto, Vencora acquires, strengthens and grows vertical market technology companies in the banking, insurance and financial services sector. Vencora has a presence in 70 geographies with 15 collaborative brands, 1,300+ employees and 1,800+ clients across banking and insurance industries. At Vencora, we build legends and preserve legacies. Vencora provides new acquisitions with business opportunities and the resources to pursue them. We are focused on bringing together a strong family of software businesses in the area of financial services in order for them to grow and continue serving the best interests of their customers and employees. Vencora is all about strengthening businesses within the markets they compete in and enabling them to grow – whether that growth comes through organic measures such as new initiatives and product development, day-to-day business, or through complementary acquisitions.

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