The securities referred to herein have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, taken up, resold, transferred or delivered in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. Financial Conduct Authority. Furthermore, as businesses deploy increasing levels of sensor-enabled equipment, more assets are streaming more data, increasing the need for and value derived from the PI System. AVEVA and OSIsoft will further deliver on their sustainability goals, driving significant benefits for their customers. OSIsoft's financial adviser in the transaction is Morgan Stanley and Co. LLC and its legal counsel in the transaction is Fenwick & West and Slaughter and May. Danone. DETAILS OF THE PROPOSED ACQUISITION OF OSISOFT. OSIsoft’s software has great potential. 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. Founded in 1980, headquartered in San Leandro, California. It is listed on the London Stock Exchange and is part of the FTSE 100 Index. synopsis: UK-based AVEVA has reached an agreement to acquire OSIsoft, a pioneer and global leader in real-time industrial operational data software and services. 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. customers to connect disparate sources of time-series data in an efficient and cost-effective manner. Learn More. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. As of 31 December 2019, OSIsoft had gross assets of $364.6 million and net assets of $126.3 million. HISTORICAL FINANCIAL PERFORMANCE OF OSISOFT. 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.. 7. This announcement is for informational purposes only and is not an offer of securities for sale in any jurisdiction where to do so would be unlawful. The purchase of OSIsoft will provide full-stack end-to-end solutions and accelerate digital transformational strategies. 9. 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. The PE ratio (or price-to-earnings ratio) is the one of the most popular valuation measures used by stock market investors. The Schneider Electric industrial software business and AVEVA have merged to trade as AVEVA Group plc, a UK listed company. 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. AVEVA GROUP PLC : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP PLC Stock | AVV | GB00BBG9VN75 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. The industrial sector, although a pioneer in exploring new technology, is the last to integrate and use its technology for its resources. 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. Through OSIsoft's PI System, customers draw insights, make better decisions, optimise operations, and drive digital transformation. The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. AVEVA Buys OSIsoft for $5B. 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. Terms and conditions relating to the use and distribution of this information may apply. Aveva said it expects to report revenue of around GBP333 million for the first half of financial 2021. To explore OSIsoft‘s full profile, request access. In the twelve months ended 30 June 2020, OSIsoft had revenue of $488.5 million and Adjusted EBIT of $152.2 million. 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. OSIsoft is headquartered in California, USA, and has approximately 1,400 employees. AVEVA's industrial software is a key element of Schneider Electric's IoT-enabled architecture, EcoStruxure which will be further enhanced by OSIsoft's PI System and its support for … 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. 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). AVEVA and OSIsoft have a, significant shared customer base, which provides synergies in multiple industries, enabling product integration and customer value. 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. The acquisition also has the promise of reducing competitive pressures on the combined firm in the long run, decreasing the net change in costs associated with undercutting rivals by the incumbent firm. Last Financing Details. 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. In addition, the pandemic has stimulated people’s thinking about opportunities that can be unlocked through … Firstly, the software portfolios offered by AVEVA and OSIsoft are complementary, with AVEVA providing product options focused on the design, implementation, and control of technical systems whilst OSIsoft offers software to optimise data collection from sensors and make use of collected data. The Combined Circular and Prospectus in relation to the transaction will be published in due course. All statements other than statements of historical facts included in this announcement may be forward looking statements. This announcement contains statements about AVEVA that are or may be forward looking statements. Together we will be better able to service the largest digital transformation projects in history, including across Industry 4.0+ and IIoT. In the period from 2016 to 2019, OSIsoft delivered a revenue CAGR of 9.7% and an Adjusted EBIT CAGR of 18.5%. OSIsoft's FY16-FY19 figures shown above are according to ASC 605 revenue recognition policies. - Craig Hayman, CEO of AVEVA, OSIsoft’s software has great potential. The Schneider Electric guarantee shall terminate on the date on which the guaranteed obligations have been discharged in full and the lenders are under no further obligation to provide financial accommodation under the relevant Bridge Facility. Danone Specialized Nutrition enables their Digital Manufacturing vision with AVEVA Manufacturing Execution System. Together, AVEVA and OSIsoft can provide full-stack solutions that span edge, plant, and enterprise deployment models, strengthening AVEVA's position as … 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. 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. 6. 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. AVEVA GROUP : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP Stock | AVV | GB00BBG9VN75 Another part of the discussion was the pandemic that has exposed a number of problems and issues that can be solved with digitalization. Schneider Electric Irrevocable Undertakings. This means that the company is still growing about 10-15% in topline revenue per year, an impressive figure in the industrial technology space for such a sizable profile. "The combination of AVEVA and OSIsoft will accelerate our AVEVA partnership with significant customer value across process and hybrid automation industries plus the building and infrastructure sectors. 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. OSIsoft's PI System is used by its customers across 14,000 sites in 127 countries and is widely utilised in the process industries such as manufacturing, energy, utilities, pharmaceuticals, and life sciences, as well as within data centre facilities and across the public sector including federal government. The deal looks to accelerate the convergence of industrial software applications with real-time operational data flows. 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. Employees. MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake. 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. Read More. CAGR is defined as a compound annual growth rate. For Aveva, acquiring OSIsoft is likely to require some inventive financing. 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. Operating costs calculated as gross profit less EBITDA. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. AVEVA Group PLC is a British multinational information technology company based in Cambridge, England; it started as the Computer-Aided Design Center. Whilst organic revenue has been down in the first half of 2020 (likely due to its ongoing transition to a subscription-based model and the coronavirus pandemic), it is inevitable that this acquisition will aid its growth, with new investment helping to improve operations and assisting the company to continue dominating a sector with excellent gross margins. 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. History Early history. From a financial standpoint, this deal looks to benefit AVEVA greatly in the long run. 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. 11. The deal is likely to be funded by a $3.5 billion rights issue, cash and new debt facilities. 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"). 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. 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. 5. The Bridge Facilities are not expected to be drawn and will be automatically cancelled upon receipt of the net proceeds of the Rights Issue. Its PI System is the system of record for customers for data, capture, storage, analysis and sharing of real-time industrial sensor-based data across all operations, enabling. 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. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is a global leader in real-time industrial data software and services. Osisoft's new tradmarks suggest it is investing in R&D and marketing, while expanding into new products or markets. Completion of the Acquisition is conditional upon satisfaction of certain conditions, including the approval of Shareholders at the General Meeting and the receipt of antitrust and CFIUS approvals. EBITDA: EBIT (Earnings Before Interest and Taxes) Net Profit : Trademark Applications Trademark applications show the products and services that Osisoft is developing and marketing. Mr. Kidd pointed out that OSI today largely sells perpetual licenses and maintenance agreements, with just a small proportion of revenue coming from subscriptions. This would be down from GBP391.9 in the first half of financial 2020. Pearson was down 1.0%. 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. The AVEVA PE ratio based on its reported earnings over the past 12 months is 0.118k.The shares are currently trading at 3566p.. 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.”. Meanwhile, the OSIsoft acquisition will reduce Aveva’s exposure to oil and gas—its second-largest market—from 40% to 35%, according to UBS. AVEVA Group plc has announced plans to raise cash to help fund the acquisition of OSIsoft. Certain figures in this announcement have been subject to rounding adjustments. % 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. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. The Acquisition to form the "Enlarged Group" is a Class 1 transaction for AVEVA under the Listing Rules of the. This will open up a wide range of streamlining and integration alongside AVEVA’s other products. Schneider Electric, a French industrial company, owns 60% of AVEVA and is unlikely to want to dilute its stake, since software is a key leg of its growth strategy. 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. and Estudillo will consult with AVEVA and its brokers prior to any offer or disposal of Ordinary Shares. FY19 and H1 19 figures are shown as restated according to ASC 606. … RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. There are two beneficial short-term consequences that emerge from AVEVA’s agreement to acquire OSISoft. Description. 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. Learn More. 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. August 25, 2020. 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. The data collected and analysed by OSIsoft’s PI software could also be used by AVEVA to improve its other offerings. It is privately held. Aveva also expects the acquisition to be earnings accretive in FY22, even before synergies. SoftBank owns its stake through its Vision Fund. 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. This information is provided by RNS, the news service of the London Stock Exchange. 12. Together we will be better able to service the largest digital transformation projects in history" - J. Patrick Kennedy, CEO of OSIsoft. For Aveva, acquiring OSIsoft is likely to require some inventive financing. The hybrid AVEVA/Schneider Electric relationship is intriguing, and with the addition of OSIsoft provides another valuable dimension. AVEVA disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.