emperor.works. 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 acquisition will strengthen its position in its current subsectors and add a stronger position in the pharmaceutical, food & beverage, and life sciences markets. 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. EBITDA: EBIT (Earnings Before Interest and Taxes) Net Profit : Trademark Applications Trademark applications show the products and services that Osisoft is developing and marketing. AVEVA and OSIsoft have a significant shared customer base, which provides synergies in multiple industries, ... (save in respect of OSIsoft) exceptional items. The data collected and analysed by OSIsoft’s PI software could also be used by AVEVA to improve its other offerings. 3. 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. This will deliver the necessary voting majority for the Resolution to pass. Metrics released today show that the business is now at $500M in Trailing Twelve Month Revenue. The combination of AVEVA and OSIsoft will help customers in industrial and essential organizations accelerate … The consideration for the Acquisition will comprise: (i) the payment of $4.4 billion in cash consideration; and (ii) the allotment and issuance by AVEVA of 10.9 million consideration shares in respect of a portion of the consideration payable to Estudillo, subject to certain customary adjustments and payments to reflect that the Acquisition will be made on a cash-free, debt-free basis and on the basis of a normalised level of working capital at Completion. Adjusted Earnings Before Interest and Tax (EBIT), as used in this announcement, is calculated where applicable before amortisation of intangible assets (excluding other software), share-based payments, gain/loss on fair value of forward foreign exchange contracts and (save in respect of OSIsoft) exceptional items. Another part of the discussion was the pandemic that has exposed a number of problems and issues that can be solved with digitalization. FY19 and H1 19 figures are shown as restated according to ASC 606. Where amounts are shown in both US dollars and sterling, or converted between the aforementioned currencies, in this announcement, an exchange rate of £1.00/US$. It’s currently used by 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. Terms and conditions relating to the use and distribution of this information may apply. It is listed on the London Stock Exchange and is part of the FTSE 100 Index. History Early history. The Schneider Electric industrial software business and AVEVA have merged to trade as AVEVA Group plc, a UK listed company. Aveva also expects the acquisition to be earnings accretive in FY22, even before synergies. Financial Conduct Authority. 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"). AVEVA Group plc has announced plans to raise cash to help fund the acquisition of OSIsoft. Read More. The deal is likely to be funded by a $3.5 billion rights issue, cash and new debt facilities. 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. Primary Industry. 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. From a financial standpoint, this deal looks to benefit AVEVA greatly in the long run. 7. Furthermore, AVEVA can still offer equity to OSIsoft’s Kennedy to keep him personally invested in the combined firm. 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. OSIsoft, LLC is a manufacturer of application software for real-time data management, called the PI System. Elements of this product are deployed at more than 20,000 sites worldwide and manage data flows from close to 2 billion real-time sensors. Webfg. 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. For further information, please contact. The PE ratio (or price-to-earnings ratio) is the one of the most popular valuation measures used by stock market investors. It is listed on the London Stock Exchange and is part of the FTSE 100 Index. 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. 5. Trademark … All statements other than statements of historical facts included in this announcement may be forward looking statements. 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). AVEVA has reached agreement on the terms of an acquisition of OSIsoft at an enterprise value of $5.0 billion. 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. HISTORICAL FINANCIAL PERFORMANCE OF OSISOFT. DETAILS OF THE PROPOSED ACQUISITION OF OSISOFT. 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. To explore OSIsoft‘s full profile, request access. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. Danone Specialized Nutrition enables their Digital Manufacturing vision with AVEVA Manufacturing Execution System. The acquisition is expected to close in late 2020 or early 2021. AVEVA GROUP : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP Stock | AVV | GB00BBG9VN75 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 Combined Circular and Prospectus in relation to the transaction will be published in due course. 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. In the period from 2016 to 2019, OSIsoft delivered a revenue CAGR of 9.7% and an Adjusted EBIT CAGR of 18.5%. 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. AVEVA Group plc is a British multinational information technology company headquartered in Cambridge, England. Large shareholders of the education publisher are calling for the resignation of … 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. Ultimately, this deal sets the way for AVEVA to become a global pioneer in the field of industrial digitalisation. 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. OSIsoft Comparisons . H1 20 and TTM ended 30 June 2020 figures are shown according to new ASC 606 policies. 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. In addition, the pandemic has stimulated people’s thinking about opportunities that can be unlocked through … The Acquisition to form the "Enlarged Group" is a Class 1 transaction for AVEVA under the Listing Rules of the. This announcement contains statements about AVEVA that are or may be forward looking statements. Autonomy’s sale to the US hardware giant embroiled both parties in a drawn-out court battle. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index. 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. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. 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. 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. The interoperability of these two offerings is evidenced by the fact that there are many companies that make use of software from both AVEVA and OSIsoft, such as Adani Group. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Through OSIsoft's PI System, customers draw insights, make better decisions, optimise operations, and drive digital transformation. Certain figures in this announcement have been subject to rounding adjustments. This would be down from GBP391.9 in the first half of financial 2020. The seller non-competition agreement ("Seller Non-Competition Agreement") was entered into on 25 August 2020 between AVEVA, OSIsoft and Dr. J. Patrick Kennedy. Bloomberg | Quint is a multiplatform, Indian business and financial news company. 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. 12. The funds and assets of the larger company provide some assurance and security to OSIsoft. Its, "Joining forces with AVEVA enhances and extends our ability to deliver on our key commitments to our customers, partners, and employees. Together we will be better able to service the largest digital transformation projects in history" - J. Patrick Kennedy, CEO of OSIsoft. Trademarks may include brand names, product names, logos and slogans. 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. For Aveva, acquiring OSIsoft is likely to require some inventive financing. AVEVA Buys OSIsoft for $5B. The company expects to be EBITDA profitable by the end of 2024. 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.. 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. Neither JPM 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. Schneider Electric's obligations shall not apply if there is a governmental order which prohibits the carrying out of the above actions. Employees. The hybrid AVEVA/Schneider Electric relationship is intriguing, and with the addition of OSIsoft provides another valuable dimension. Today’s Exit: AVEVA acquiring OSIsoft. 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. AVEVA and OSIsoft have a, significant shared customer base, which provides synergies in multiple industries, enabling product integration and customer value. 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. Pearson was down 1.0%. The SUPA contains customary representations, warranties, covenants and pre-Completion undertakings. 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. 11. 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. Total Raised. AVEVA and OSIsoft will further deliver on their sustainability goals, driving significant benefits for their customers. 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. Story body. 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. Danone. 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. 6. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is in real-time industrial data software and services. 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. 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. There are two beneficial short-term consequences that emerge from AVEVA’s agreement to acquire OSISoft. A combined circular and prospectus containing further details on the Acquisition, the recommendation of AVEVA's board of directors (the "Board"), the terms of the proposed rights issue (the "Rights Issue"), and the notice of the general meeting of the Company (to be held to approve, amongst other matters, the Acquisition and to authorise the directors to allot shares in connection with the Rights Issue and the Acquisition) (the "General Meeting") (the "Combined Circular and Prospectus") is expected to be sent to AVEVA shareholders ("Shareholders") in October or early November 2020. 4. 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. Description. Alongside AVEVA, OSIsoft can begin to use its cutting-edge technology and multinational customer base to have a substantial effect on the industrial software market. Together, AVEVA and OSIsoft can provide full-stack solutions that span edge, plant, and enterprise deployment models, strengthening AVEVA's position as … Certain figures in this announcement have been subject to rounding adjustments. Pro forma oil & gas revenues based on AVEVA's approximate oil & gas revenues in financial year ended 31 March 2020 and OSIsoft's oil & gas revenues estimated by applying billings by industry breakdown (breakdown for OSIsoft's financial year ended 31 December 2019) to total revenues for the twelve months ended 30 June 2020. SoftBank owns its stake through its Vision Fund. That results in a ~10x revenue multiple. As Mark Hake points out, EBITDA profit is not the same as net income profits or cash flow. 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. 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. 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. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. 1. AVEVA Group is a company that provides engineering and industrial software solutions. Founded in 1967, headquartered in Cambridge, England. 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. 5. - Craig Hayman, CEO of AVEVA, OSIsoft’s software has great potential. customers to connect disparate sources of time-series data in an efficient and cost-effective manner. This will open up a wide range of streamlining and integration alongside AVEVA’s other products. OSIsoft’s software has great potential. To fund the rest of the proposed $5 billion deal, AVEVA considered offering stock, selling new equity, or both. 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 … Approximately 88% ($4.4 billion) of the total consideration will be paid in cash, which will be funded by a combination of: c.$3.5 billion from the proceeds of the proposed Rights Issue. Facilities Agreement and Schneider Electric Guarantee. As of 31 December 2019, OSIsoft had gross assets of $364.6 million and net assets of $126.3 million. 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). Ashurst LLP and Debevoise & Plimpton LLP are acting as the lead legal advisers to AVEVA in connection with the transaction. 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. The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. 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. 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. TTM is defined as trailing twelve months. 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. Combined revenue breakdowns by industry and geography have been derived from the reclassification of OSIsoft segments in accordance with AVEVA's segments. … OSIsoft’s software has great potential. 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. 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. and Estudillo will consult with AVEVA and its brokers prior to any offer or disposal of Ordinary Shares. efficiencies, lower costs, deeper data-driven insights, sustainability and business resilience. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. 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." The Facilities Agreement is unsecured, however indebtedness under the Facilities Agreement is guaranteed by certain subsidiaries of AVEVA. OSIsoft is headquartered in California, USA, and has approximately 1,400 employees. The AVEVA PE ratio based on its reported earnings over the past 12 months is 0.118k.The shares are currently trading at 3566p.. 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. Request a free trial. Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£. 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. 8. Osisoft's new tradmarks suggest it is investing in R&D and marketing, while expanding into new products or markets. Estudillo Holdings Corp. ("Estudillo"), a company majority owned by Dr. J. Patrick Kennedy and his family, which holds a 50.3% stake; SB/OSI, Inc. ("SoftBank"), a company owned by SoftBank Group, which holds a 44.7% stake; and. Learn More. The purchase of OSIsoft will provide full-stack end-to-end solutions and accelerate digital transformational strategies. Post Valuation. Founded in 1980, headquartered in San Leandro, California. For Aveva, acquiring OSIsoft is likely to require some inventive financing. Therefore, this made offering OSIsoft’s owners stock in the new company less likely than a capital increase, where Schneider could buy new shares. Together, AVEVA and OSIsoft can provide full stack end-to-end solutions that span edge, plant, and enterprise deployments. MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake. 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. 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. 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. The company started as the Computer-Aided Design Centre (or CADCentre. This amount is equivalent to the proceeds receivable from Schneider Electric's pro rata entitlement of the Rights Issue. August 25, 2020. EBITDA Post-Val Status Debt; This information is available in the PitchBook Platform. 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.