Thoma Bravo acquires cloud software provider EQS Group

Munich/ London - EQS Group AG (“EQS”), a leading inter­na­tio­nal cloud soft­ware provi­der in the areas of corpo­rate compli­ance, inves­tor rela­ti­ons and ESG, and Thoma Bravo, a leading soft­ware invest­ment firm, have today signed an inves­tor agree­ment pursu­ant to which Thoma Bravo will support the future growth of EQS and launch a public tender offer (the “Offer”) for all outstan­ding shares at an offer price of EUR 40.00 per share in cash.

New regu­la­ti­ons such as the EU Whist­le­b­lo­wing Direc­tive are incre­asing the demand for inno­va­tive compli­ance soft­ware solu­ti­ons. EQS will bene­fit from Thoma Bravo’s expe­ri­ence and exper­tise in soft­ware and opera­ti­ons to acce­le­rate product inno­va­tion and fully capi­ta­lize on the company’s long-term growth oppor­tu­ni­ties in Europe. Thoma Bravo’s invest­ment will also enable EQS to finance future growth initia­ti­ves and poten­tial acqui­si­ti­ons with the aim of jointly deve­lo­ping the Euro­pean market for compli­ance soft­ware. This includes invest­ments in EQS’ plans to address the incre­asingly complex requi­re­ments in the inves­tor rela­ti­ons and corpo­rate compli­ance envi­ron­ment, in parti­cu­lar the demand for auto­ma­ted and simpli­fied proces­ses on a single secure and inte­gra­ted platform.

EQS and Thoma Bravo are convin­ced that such invest­ments are best made outside the stock market. In addi­tion, the inves­tor agree­ment sets out the corner­sto­nes of the part­ner­ship, which also include assu­ran­ces to employees, busi­ness part­ners and other stake­hol­ders. As part of the part­ner­ship, Thoma Bravo has under­ta­ken to provide addi­tio­nal capi­tal upon comple­tion of the offer by subscrib­ing to a cash capi­tal increase of 10% of the EQS shares at the offer price. The tran­sac­tion is Thoma Bravo’s first invest­ment in a German company.

“EQS is a unique German soft­ware company that deve­lops inno­va­tive solu­ti­ons for the three mega­trends of digi­ta­liza­tion, regu­la­tion and ESG and is growing profi­ta­bly thanks to these trends,” said Irina Hemmers, Part­ner at Thoma Bravo. “Toge­ther with Achim Weick and the expe­ri­en­ced team at EQS, we will deve­lop the plat­form into a pan-Euro­­pean compli­ance and ESG cham­pion. This will bene­fit clients whose requi­re­ments are constantly chan­ging in this very dyna­mic market. We are very much looking forward to working with the EQS manage­ment team on the further deve­lo­p­ment of state-of-the-art soft­ware solutions.”

“Over the past 23 years, EQS has grown into a leading RegTech company provi­ding soft­ware solu­ti­ons to thou­sands of custo­mers, inclu­ding all DAX40 compa­nies as well as blue chip compa­nies world­wide. From day one, we have firmly belie­ved that trans­pa­rency crea­tes the most important busi­ness asset: trust. We enable compa­nies not only to reach important mile­sto­nes in the capi­tal markets, but also to gain and main­tain the trust of all stake­hol­ders. The colla­bo­ra­tion with Thoma Bravo will enable us to embark on the next chap­ter of our growth story. Toge­ther we will successfully estab­lish our EQS COCKPIT as the leading Euro­pean compli­ance manage­ment system for compa­nies of all sizes,” said Achim Weick, foun­der and Chief Execu­tive Offi­cer of EQS. “With its soft­ware exper­tise, many years of expe­ri­ence and enthu­si­asm for trans­for­ma­tive tech­no­lo­gies, Thoma Bravo is the right part­ner to support our growth plans.”

Today’s announce­ment is the result of a struc­tu­red process in which the EQS Execu­tive Board has been in inten­sive dialog with selec­ted inte­res­ted parties over the past months in order to find the right part­ner and achieve the best possi­ble outcome for EQS and its shareholders.

Key data of the transaction 

Thoma Bravo will offer EQS share­hol­ders EUR 40.00 per share in cash. The offer repres­ents a very attrac­tive premium of 53% over the XETRA closing price of EQS on Novem­ber 15, 2023, the last trading day prior to this publi­ca­tion, and 61% over the volume-weig­h­­ted average share price over the last three months prior to this date (VWAP). Based on the offer price, the market capi­ta­liza­tion will amount to appro­xi­m­ately EUR 400 million. Thoma Bravo and EQS are convin­ced that the offer offers an extre­mely attrac­tive oppor­tu­nity for all EQS share­hol­ders to realize a signi­fi­cant part of the poten­tial future value appre­cia­tion ahead of time.

Thoma Bravo has alre­ady secu­red a stake of appro­xi­m­ately 60% of all outstan­ding EQS shares through irre­vo­ca­ble tender agree­ments with EQS major share­hol­ders, inclu­ding Achim Weick, the CEO of EQS, wher­eby Achim Weick will also reinvest part of his stake in EQS into the new holding struc­ture. All major share­hol­ders will receive the same offer price under these agreements.

Thoma Bravo finan­ced the tran­sac­tion enti­rely with equity from its funds.

The Manage­ment Board and the Super­vi­sory Board of EQS welcome and support the Offer and intend, subject to review of the Offer Docu­ment, to recom­mend that all EQS Share­hol­ders accept the Offer. In addi­tion to Achim Weick’s obli­ga­tion to tender and parti­ally reinvest, the other members of the Manage­ment Board have also agreed to tender their EQS shares as part of the offer.

Strong stra­te­gic fit 

Thoma Bravo has over 20 years of expe­ri­ence in support­ing fast-growing soft­ware compa­nies with capi­tal and exper­tise. The invest­ment company has acqui­red or inves­ted in over 450 soft­ware and tech­no­logy compa­nies. Having deployed more than €10 billion of equity across 11 tran­sac­tions in Europe over the last 12 years, this tran­sac­tion is Thoma Bravo’s first plat­form invest­ment in Germany.

EQS is a leading inter­na­tio­nal deve­lo­per and provi­der of cloud soft­ware solu­ti­ons in the areas of corpo­rate compli­ance, inves­tor rela­ti­ons and ESG. EQS’ leading compli­ance and inves­tor rela­ti­ons soft­ware solu­ti­ons enable thou­sands of compa­nies world­wide to secu­rely meet complex regu­la­tory requi­re­ments, mini­mize risk and report trans­par­ently on corpo­rate perfor­mance and its impact on society and the environment.

“We have follo­wed the impres­sive growth of EQS over many years. The company has estab­lished itself as a leading provi­der of soft­ware solu­ti­ons that ensure regu­la­tory compli­ance and effi­ci­ent capi­tal markets,” said Will Downing and David Tse, Vice Presi­dents of Thoma Bravo. “EQS is very well posi­tio­ned to be the part­ner of choice for compa­nies in an incre­asingly complex compli­ance and report­ing envi­ron­ment. The new EU regu­la­ti­ons in parti­cu­lar increase the need for soft­ware work­flows to improve trans­pa­rency and build trust. We look forward to working with the EQS team to further grow the busi­ness through orga­nic product inno­va­tion and M&A activity.”

Details of the tran­sac­tion

The Offer is subject to custo­mary offer condi­ti­ons, inclu­ding regu­la­tory appr­ovals, but will not include a mini­mum accep­tance thres­hold. The tran­sac­tion is expec­ted to be comple­ted in Janu­ary or Febru­ary 2024.

EQS and Thoma Bravo have agreed that the EQS manage­ment board will apply for the revo­ca­tion of the inclu­sion of the EQS shares in the open market imme­dia­tely after comple­tion of the Offer. A sepa­rate delis­ting offer will not be required.

Further details of the Offer, inclu­ding the terms and condi­ti­ons, will be set out in the Offer Docu­ment, upon publi­ca­tion of which the Offer Accep­tance Period will commence. As EQS Group is not listed on the regu­la­ted market, the Offer is not subject to the German Secu­ri­ties Acqui­si­tion and Take­over Act (Wert­­pa­­pier­er­­werbs- und Über­nah­me­ge­setz — WpÜG). The offer docu­ment (in German and English) and other infor­ma­tion in connec­tion with the Offer will be published on the follo­wing website: www.cloud-solutions-offer.com.

Consul­tant EQS: Gold­man Sachs Bank Europe SE is acting as finan­cial advi­sor and GLNS as legal advi­sor to EQS.

Advi­sor Thoma Bravo: Park­View Part­ners as finan­cial advi­sor and Kirk­land & Ellis as legal advisor. 

About Thoma Bravo

Thoma Bravo is one of the largest soft­ware inves­tors in the world with assets under manage­ment of more than USD 131 billion (as of June 30, 2023). With private equity, growth equity and credit stra­te­gies, the company invests in growth-orien­­ted, inno­va­tive compa­nies opera­ting in the soft­ware and tech­no­logy sectors. Thoma Bravo lever­a­ges its deep indus­try know­ledge and proven stra­te­gic and opera­tio­nal capa­bi­li­ties to work with its port­fo­lio compa­nies to imple­ment best prac­ti­ces in opera­ti­ons and drive growth initia­ti­ves. Over the past 20 years, the company has acqui­red or inves­ted in more than 450 compa­nies with an enter­prise value of over 250 billion US dollars — inclu­ding invest­ments with and without a control­ling influence. The company has bran­ches in Chicago, London, Miami, New York and San Fran­cisco. Further infor­ma­tion can be found at www.thomabravo.com.

About EQS

EQS is a leading inter­na­tio­nal cloud soft­ware provi­der in the areas of corpo­rate compli­ance, inves­tor rela­ti­ons and sustaina­bi­lity. Over 10,000 compa­nies world­wide use EQS products to build trust by relia­bly and secu­rely meeting complex regu­la­tory requi­re­ments, mini­mi­zing risk and report­ing trans­par­ently on their busi­ness perfor­mance and its impact on society and the climate. EQS products are bund­led in the cloud-based EQS COCKPIT soft­ware. This allows compli­ance proces­ses in the areas of whist­le­b­lower protec­tion and case hand­ling, policy manage­ment and appr­oval proces­ses to be mana­ged just as profes­sio­nally as busi­ness part­ner manage­ment, insi­der list manage­ment and report­ing obli­ga­ti­ons. Listed compa­nies also use a global news­wire, inves­tor targe­ting and cont­act manage­ment, as well as IR websites, digi­tal reports and webcasts for effi­ci­ent and secure inves­tor commu­ni­ca­tion. EQS also offers soft­ware for the manage­ment of ESG data (envi­ron­men­tal, social, gover­nance), the fulfill­ment of human rights due dili­gence obli­ga­ti­ons along corpo­rate supply chains, and for compli­ant sustaina­bi­lity report­ing. EQS was foun­ded in Munich in 2000. Today, the Group has around 600 employees in the world’s most important finan­cial centers.