Discover how AVEVA's cloud-based engineering solution is helping Veolia empower a connected workforce, foster greater collaboration and efficiency, while helping realize their sustainability ambitions and deliver greater value for their customers. OSIsoft’s software has great potential. Meanwhile, the OSIsoft acquisition will reduce Aveva’s exposure to oil and gas—its second-largest market—from 40% to 35%, according to UBS. EBITDA Post-Val Status Debt; This information is available in the PitchBook Platform. 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." TTM is defined as trailing twelve months. 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. AVEVA Group plc is a British multinational information technology company headquartered in Cambridge, England. 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. 11. Terms and conditions relating to the use and distribution of this information may apply. 9. 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. Osisoft's new tradmarks suggest it is investing in R&D and marketing, while expanding into new products or markets. 4. Following Completion, and while, has a legal or beneficial interest in 3% or more of the share capital of AVEVA (including through Estudillo), each of. AVEVA Group plc (LON:AVV), a global leader in industrial software, announces that it has reached agreement on the terms of an acquisition of OSIsoft, at an enterprise value of $5.0 billion.. A big impetus for the transaction is to further diversify AVEVA away from its main market–oil and gas (from 40% to 25% of revenue). Therefore, this made offering OSIsoft’s owners stock in the new company less likely than a capital increase, where Schneider could buy new shares. This information is provided by RNS, the news service of the London Stock Exchange. AVEVA Buys OSIsoft for $5B. OSIsoft's FY16-FY19 figures shown above are according to ASC 605 revenue recognition policies. MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake. Its PI System has incredible penetration in the industrial world. Last Financing Details. AVEVA Group plc (OTCPK:AVEVF) Proposed Acquisition of OSIsoft LLC Conference Call August 25, 2020 03:30 AM ET Company Participants Craig Hayman - Chief Executive Officer James Kidd - … The AVEVA PE ratio based on its reported earnings over the past 12 months is 0.118k.The shares are currently trading at 3566p.. 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"). AVEVA Group plc has announced plans to raise cash to help fund the acquisition of OSIsoft. The acquisition is expected to close in late 2020 or early 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. Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£. The combination of AVEVA and OSIsoft will help customers in industrial and essential organizations accelerate … As Mark Hake points out, EBITDA profit is not the same as net income profits or cash flow. 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). To explore OSIsoft‘s full profile, request access. Its, "Joining forces with AVEVA enhances and extends our ability to deliver on our key commitments to our customers, partners, and employees. Large shareholders of the education publisher are calling for the resignation of … AVEVA GROUP : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP Stock | AVV | GB00BBG9VN75 Britain’s record on tech deals is a sorry one. Learn More. 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. Certain figures in this announcement have been subject to rounding adjustments. To be fair, Cambridge-based Aveva, which started life as a government-funded research institute, is more a French hybrid than UK business following a £3bn reverse takeover by Schneider Electric in 2017. The acquisition of OSIsoft could put the new, larger AVEVA in better standing since it will combine their respective customer bases and their total assets. Enterprise value of $5.0 billion has been calculated by reference to the total of cash consideration and the 5-day volume weighted average price of AVEVA's share price up to the close of trading on 24 August 2020 (the last practicable date prior to publication of this announcement) multiplied by the number of Ordinary Shares to be issued to Dr. J. Patrick Kennedy, subject to customary adjustment for the Rights Issue. Adjusted Earnings Before Interest and Tax (EBIT), as used in this announcement, is calculated where applicable before. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is a global leader in real-time industrial data software and services. Together, AVEVA and OSIsoft can provide full stack end-to-end solutions that span edge, plant, and enterprise deployments. Being acquired by AVEVA allows them to enter a league all on their own where they can leverage their new parent company’s resources in a larger operational and sales network to outperform its competitors. AVEVA will be able to accelerate the market adoption and expansion of OSIsoft Cloud Services (OCS) and other cloud-based offerings, which recently entered into an early adopter program and provide OSIsoft's industry leading data management capability in a native cloud environment; Enable AVEVA to broaden and deepen its relationships with both existing and new customers across the highly complementary, global customer bases. The deal looks to accelerate the convergence of industrial software applications with real-time operational data flows. Founded in 1980, headquartered in San Leandro, California. Based on assumptions, AVEVA is unlikely to raise more than £1 billion pounds in debt since enterprise software companies can typically sustain debt representing only about double its EBITDA. % 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. Operating costs calculated as gross profit less EBITDA. Secondly, the COVID-19 pandemic has put pressure on many companies that did not have large cash reserves. AVEVA Group PLC is a British multinational information technology company based in Cambridge, England; it started as the Computer-Aided Design Center. It is privately held. 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. 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. History Early history. Additionally, the acquisition of OSIsoft requires inventive financing. OSIsoft is headquartered in California, USA, and has approximately 1,400 employees. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. This strong growth continued this year as the imperative for digital transformation has continued through the COVID-19 crisis, with year over year revenue growth of 10.0% in the six months ended 30 June 2020. The Seller Non-Competition Agreement also contains non-solicitation (in respect of employees and business connections), non-hiring and non-disparagement obligations. Neither Lazard nor any of its 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 a client of Lazard in connection with this announcement, any statement contained herein, the possible acquisition or otherwise. Story body. Facilities Agreement and Schneider Electric Guarantee. This will deliver the necessary voting majority for the Resolution to pass. 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. He said that “given AVEVA’s track record in the last couple of years [of transitioning customers to subscriptions], this is an area that we believe we can accelerate and help to create new subscription offerings, particularly using AVEVA Flex.”. 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. For Aveva, acquiring OSIsoft is likely to require some inventive financing. Ultimately, this deal sets the way for AVEVA to become a global pioneer in the field of industrial digitalisation. 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. It offers engineering, procurement, and construction services, as well as asset performance, monitoring and control, planning and scheduling, and operation and optimization industrial software solutions. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act"), or an exemption therefrom. The Acquisition to form the "Enlarged Group" is a Class 1 transaction for AVEVA under the Listing Rules of the. The Equity Financing Deed provides each of the banks thereto a right to enforce the undertaking in the event that Schneider Electric has not done so by 12.00 p.m. on the third business day before the latest time for acceptance and payment pursuant to the terms of the Rights Issue. HQ Location. 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. The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. AVEVA GROUP PLC : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP PLC Stock | AVV | GB00BBG9VN75 AVEVA Group is a company that provides engineering and industrial software solutions. Aveva said it expects to report revenue of around GBP333 million for the first half of financial 2021. 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. {{ }} {{item.text}} Description. Micro Focus struggled with its $8.8bn reverse takeover of Hewlett Packard Enterprise’s unwanted software business. 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. Total Raised. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is in real-time industrial data software and services. AVEVA has entered into an English law governed facilities agreement with certain lenders and Barclays Bank PLC as agent (the "Facilities Agreement"), pursuant to which the lenders have made available to AVEVA and certain of its subsidiaries $3.6 billion of debt under the Bridge Facilities, a $900 million term facility and a £250 million revolving credit facility, each of which may be used to finance the cash consideration component of the consideration. 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. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. This amount is equivalent to the proceeds receivable from Schneider Electric's pro rata entitlement of the Rights Issue. OSIsoft, LLC is a manufacturer of application software for real-time data management, called the PI System. The integration of OSIsoft’s PI system data management software with AVEVA’s own operations and performance products will create an integrated data foundation that will drive big data insights to help customers. 1. Mr. Kidd pointed out that OSI today largely sells perpetual licenses and maintenance agreements, with just a small proportion of revenue coming from subscriptions. The purchase of OSIsoft will provide full-stack end-to-end solutions and accelerate digital transformational strategies. 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. On 25 August 2020, the Company, AVEVA US 1 Corp. and AVEVA US 2 Corp., Delaware corporations and indirect wholly owned subsidiaries of the Company (together, the "Purchasers"), OSIsoft, Mitsui, Softbank and Estudillo (Estudillo, together with Mitsui and SoftBank, being the sellers) entered into a stock and unit purchase agreement (the "SUPA"), pursuant to which the Company and the Purchasers have agreed, subject to the terms and the conditions of the SUPA, to acquire, directly or indirectly, all of the issued and outstanding units of OSIsoft. To fund the rest of the proposed $5 billion deal, AVEVA considered offering stock, selling new equity, or both. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. 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. GVC reported underlying Ebitda of GBP761.1 million for 2019. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. Today’s Exit: AVEVA acquiring OSIsoft. FY19 and H1 19 figures are shown as restated according to ASC 606. The acquisition will strengthen its position in its current subsectors and add a stronger position in the pharmaceutical, food & beverage, and life sciences markets. It’s currently used by 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. 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.