The hybrid AVEVA/Schneider Electric relationship is intriguing, and with the addition of OSIsoft provides another valuable dimension. AVEVA Group is a company that provides engineering and industrial software solutions. Following Completion, and while Dr. J. Patrick Kennedy has a legal or beneficial interest in 3% or more of the share capital of AVEVA (including through Estudillo), each of Dr. J. Patrick Kennedy and Estudillo will consult with AVEVA and its brokers prior to any offer or disposal of Ordinary Shares. 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 FY16-FY19 figures shown above are according to ASC 605 revenue recognition policies. About 60% of OSIsoft’s revenues are recurring, although this is mostly in maintenance revenues. Read More. 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. This information is provided by RNS, the news service of the London Stock Exchange. Founded in 1967, headquartered in Cambridge, England. 10. Facilities Agreement and Schneider Electric Guarantee. Danone Specialized Nutrition enables their Digital Manufacturing vision with AVEVA Manufacturing Execution System. Schneider Electric Irrevocable Undertakings. Description. The data collected and analysed by OSIsoft’s PI software could also be used by AVEVA to improve its other offerings. Strengthen AVEVA's position as a global leader in industrial software, with combined pro forma revenue of c.£. Pearson was down 1.0%. 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. 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. Employees. The deal looks to accelerate the convergence of industrial software applications with real-time operational data flows. 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 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). The AVEVA PE ratio based on its reported earnings over the past 12 months is 0.118k.The shares are currently trading at 3566p.. The company expects to be EBITDA profitable by the end of 2024. OSIsoft is headquartered in California, USA, and has approximately 1,400 employees. 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. That results in a ~10x revenue multiple. 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. 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. This amount is equivalent to the proceeds receivable from Schneider Electric's pro rata entitlement of the Rights Issue. 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. The acquisition will strengthen its position in its current subsectors and add a stronger position in the pharmaceutical, food & beverage, and life sciences markets. 11. Its PI System has incredible penetration in the industrial world. 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. 4. Therefore, this made offering OSIsoft’s owners stock in the new company less likely than a capital increase, where Schneider could buy new shares. 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. 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. 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. AVEVA and OSIsoft have a, significant shared customer base, which provides synergies in multiple industries, enabling product integration and customer value. 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. 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. 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. 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 … Pursuant to the Seller Non-Competition Agreement, Dr. J. Patrick Kennedy has agreed that, for a three-year period following Completion, he will not (and shall cause his controlled affiliates not to) directly or indirectly, among other things, operate, control or engage in any business competing with any member of the OSIsoft Group throughout the United States and any country in the world if the OSIsoft Group is conducting or has undertaken material planning to conduct business in such country as of Completion. 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. 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. Today’s Exit: AVEVA acquiring OSIsoft. It is privately held. Meanwhile, the OSIsoft acquisition will reduce Aveva’s exposure to oil and gas—its second-largest market—from 40% to 35%, according to UBS. For Aveva, acquiring OSIsoft is likely to require some inventive financing. 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. Last Financing Details. Autonomy’s sale to the US hardware giant embroiled both parties in a drawn-out court battle. OSIsoft, LLC is a manufacturer of application software for real-time data management, called the PI System. 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. In the period from 2016 to 2019, OSIsoft delivered a revenue CAGR of 9.7% and an Adjusted EBIT CAGR of 18.5%. The Acquisition to form the "Enlarged Group" is a Class 1 transaction for AVEVA under the Listing Rules of the. Aveva is seeking to break the “winners’ curse” with a $5bn acquisition of SoftBank-backed OSIsoft. Founded in 1980 by Dr. J. Patrick Kennedy, OSIsoft is in real-time industrial data software and services. 1. 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. The PE ratio (or price-to-earnings ratio) is the one of the most popular valuation measures used by stock market investors. 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 Facilities Agreement is unsecured, however indebtedness under the Facilities Agreement is guaranteed by certain subsidiaries of AVEVA. 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. The funds and assets of the larger company provide some assurance and security to OSIsoft. 7. For Aveva, acquiring OSIsoft is likely to require some inventive financing. 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. It is listed on the London Stock Exchange and is part of the FTSE 100 Index. DETAILS OF THE PROPOSED ACQUISITION OF OSISOFT. 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. AVEVA GROUP : Forcasts, revenue, earnings, analysts expectations, ratios for AVEVA GROUP Stock | AVV | GB00BBG9VN75 Be earnings accretive in AVEVA's financial year ending 31 March 2022, before synergies. GVC reported underlying Ebitda of GBP761.1 million for 2019. 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. AVEVA's industry exposure will also be further diversified with the oil & gas segment's contribution to pro forma revenue expected to decrease from c.40% to c.35%; Create cross selling opportunities across the Americas, EMEA and Asia Pacific, with each region contributing c.41%, c.36% and c.23%, respectively, to the Enlarged Group's pro forma revenue; Support delivery of AVEVA's medium term targets and enhance the Enlarged Group's long-term growth opportunity, with OSIsoft's strong historical growth, recurring revenue and margins closely aligned with AVEVA's own targets, and significant further upside through operational leverage, cost and revenue synergies; Create additional value for Shareholders through the potential for material cross-sell and upsell revenue synergies owing to the high degree of complementarity between the two product portfolios and a significantly larger customer base in expanded geographies and industries; Meaningful cost synergies are expected to be achieved, driven by operational efficiencies through the optimisation of cost structures such as elimination of overlaps, increased utilisation of delivery centres, and integration of corporate and administrative functions; Create material cash tax savings over a 15 year period as a result of intangible assets created by the Acquisition that can be amortised for tax purposes; and. The SUPA contains customary representations, warranties, covenants and pre-Completion undertakings. 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. 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. 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. AVEVA creates software that enables people to engineer, operate and maintain complex industrial assets safely, efficiently and cost-effectively. MDT Holding, Inc. ("Mitsui"), a company owned by Mitsui & Co., Ltd, which holds a 5.0% stake. {{ menus.user.data_crypt.email }} {{item.text}} This will deliver the necessary voting majority for the Resolution to pass. 5. Metrics released today show that the business is now at $500M in Trailing Twelve Month Revenue. 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. 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. The purchase of OSIsoft will provide full-stack end-to-end solutions and accelerate digital transformational strategies. 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. Learn More. 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. As of 31 December 2019, OSIsoft had gross assets of $364.6 million and net assets of $126.3 million. AVEVA Group plc has announced plans to raise cash to help fund the acquisition of OSIsoft. Close cookies popup investors.aveva.com uses cookies. 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. 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." 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. 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. Together, AVEVA and OSIsoft can provide full-stack solutions that span edge, plant, and enterprise deployment models, strengthening AVEVA's position as … Trademark … 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"). History Early history. Additionally, the acquisition of OSIsoft requires inventive financing. EBITDA: EBIT (Earnings Before Interest and Taxes) Net Profit : Trademark Applications Trademark applications show the products and services that Osisoft is developing and marketing. Through OSIsoft's PI System, customers draw insights, make better decisions, optimise operations, and drive digital transformation. Large shareholders of the education publisher are calling for the resignation of … … 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. 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. Learn More. 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. Aveva said it expects to report revenue of around GBP333 million for the first half of financial 2021. Adjusted Earnings Before Interest and Tax (EBIT), as used in this announcement, is calculated where applicable before. 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. All statements other than statements of historical facts included in this announcement 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. OSIsoft Comparisons . In the twelve months ended 30 June 2020, OSIsoft had revenue of $488.5 million and Adjusted EBIT of $152.2 million. 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. Total Raised. The deal is likely to be funded by a $3.5 billion rights issue, cash and new debt facilities. Britain’s record on tech deals is a sorry one. SoftBank owns its stake through its Vision Fund. Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction. 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. 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. 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. In addition, OSIsoft, as a mature business, requires substantial investment in order to expand operations into different market channels and revenue streams. 5. 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.”. We combine Bloomberg’s global leadership in business and financial news and data, with Quintillion Media’s deep expertise in the Indian market and digital news delivery, to provide high quality business news, insights and trends for India’s sophisticated audiences. TTM is defined as trailing twelve months. The $5bn acquisition presents a range of risks and uncertainties, the greatest uncertainty being integration risk. 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. 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. Certain figures in this announcement have been subject to rounding adjustments. AVEVA has reached agreement on the terms of an acquisition of OSIsoft at an enterprise value of $5.0 billion. Terms and conditions relating to the use and distribution of this information may apply. 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). Together, AVEVA and OSIsoft can provide full stack end-to-end solutions that span edge, plant, and enterprise deployments. 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 - … Schneider Electric, which currently holds approximately 60% of the issued Ordinary Shares of AVEVA, has irrevocably committed to vote in favour of the Acquisition and fully subscribe to the Rights Issue on a pro rata basis. Founded in 1980, headquartered in San Leandro, California. It’s currently used by 9 out of 10 of the Global Fortune Top 10 pharmaceutical companies. The Seller Non-Competition Agreement also contains non-solicitation (in respect of employees and business connections), non-hiring and non-disparagement obligations. 8. Its, "Joining forces with AVEVA enhances and extends our ability to deliver on our key commitments to our customers, partners, and employees. 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