SUSE, the European open-source company behind SUSE Linux Enterprise (SLE), Rancher and NeuVector, has announced that its majority shareholder Marcel LUX III SARL (Marcel) intends to take the company private by delisting it from the Frankfurt Stock Exchange via a merger into an unlisted Luxembourg entity in the legal form of an S.A.
“I believe in the strategic opportunity of taking the company private – it gives us the right setting to grow the business and deliver on our strategy with the new leadership team in place,” said Dirk-Peter van Leeuwen, CEO of SUSE. “EQT Private Equity’s and SUSE’s partnership in a private setting has been fruitful before and we are excited about the long-term potential of the company and our continued collaboration.”
Marcel, a holding company that is legally controlled by fund entities of the EQT VIII fund (referred to herein, together with Marcel, as EQT Private Equity), which in turn are managed and legally controlled by affiliates of EQT AB with its registered seat in Stockholm, Sweden, holds approximately 79% of the shares in SUSE.
EQT Private Equity has announced its intention to launch a voluntary public purchase offer to the other shareholders of SUSE (Offer) to buy their shares prior to the delisting. The offer price per SUSE share to be paid by Marcel will be EUR 16.00 less the gross amount per SUSE share of an interim dividend to be paid by SUSE to all shareholders. EUR 16.00 represents a premium of approximately 67 percent on the XETRA closing share price of EUR 9.605 on 17 August 2023.
SUSE’s Management Board and Supervisory Board support the strategic opportunity from delisting of the company as it will allow SUSE to focus fully on its operational priorities and execution of its long-term strategy. To this end SUSE has entered into a Transaction Framework Agreement (TFA) with Marcel to facilitate the transaction, including through paying the interim dividend. The interim dividend will be paid to all shareholders prior to the settlement of the Offer and will allow Marcel to finance its purchase of SUSE shares under the Offer and certain transaction costs incurred by it.
The interim dividend amount (and therefore the offer price) will only be determined after the end of the acceptance period based on the acceptance ratio for the Offer.
EQT Private Equity will support the company strategically and financially, and to co-operate closely with SUSE’s CEO and his leadership team.