Softline has published M&A data since the beginning of the year. The strategy of PJSC Softline in the field of mergers and acquisitions is designed to support the group's growth strategy, which was implemented in the reporting financial period. This is stated in the company's message.
In February 2024, the group announced the acquisition of a stake in the IT business of the R.Partner Group of companies. The company acquired a stake in the IT part of the R.Partner Group business, which includes the following main activities: development of critical infrastructure solutions of Russian and foreign production, configuration, deep integration and full support, equipment repair services from leading Russian and foreign vendors, supply and configuration of software products, round-the-clock technical support and maintenance, as well as design and construction of life support systems, energy supply and other systems of buildings and data centers.
In May 2024, SL Soft (part of Softline Group) expanded its product portfolio to include 100% of the Visitech company (VISITECH brand), which specializes in the development of technologies for occupational safety, improving enterprise efficiency, industrial and environmental safety. The purchase will allow to form an ecosystem of Russian solutions for integrated digitalization and increase the efficiency of players from the industry sector.
Also in May 2024, SL Soft (part of Softline Group) acquired the controlling share of Citeck, a developer of a specialized solution for business process management and automation, including more than 20 ready—made modules (Service Desk, CRM, External Portal, Meeting Management, Project Tracker and others).
In June 2024, SL Soft (part of Softline Group) acquired a controlling stake in MD Audit, starting to form a product cluster for the retail industry with a focus on improving the efficiency of retail chains. MD Audit creates systems for managing operational processes in retail chains and specializes in tools for quality control of personnel, time management and rationing of operations.
In August 2024, Softline Group announced the acquisition of a controlling stake in OMZ — Information Technologies (OMZ-IT LLC) and the beginning of a strategic partnership with OMZ Promising Technologies Group (OMZ PT). As a result of the transaction, Softline Group significantly expanded its presence in the market of solutions for the digital transformation of the industrial sector by forming an industrial cluster of software products and solutions.
In September 2024, the group announced the acquisition of a controlling interest in NTO IRE-Polyus from the international IPG Photonics group based in the USA. The amount of the transaction amounted to about 4.5 billion rubles. NTO IRE-Polyus is a major manufacturer of fiber lasers in Russia and the CIS and has great research potential and its own production facilities in Russia.
Also in September, the company "Develonika" (part of Softline Group) announced the acquisition of a controlling stake in Test IT LLC, a Russian developer of the Test IT software development testing and quality management system, which occupies a leading position in the market. As a result of the inclusion of Test IT in the portfolio of its own solutions, Softline Group has significantly strengthened its expertise at all stages of software development.
In September 2024, the Your Payment Explorer Group of Companies (part of Softline Group of Companies) also announced the completion of the acquisition of SUBTOTAL, the owner of a cash register product for retail automation. The main purpose of the transaction was the acquisition of a promising intangible asset, which significantly strengthened the position of Softline Group in the fintech market.
In June 2024, the company announced its intention to make a number of major M&A deals to acquire high-tech companies into the group as part of the company's growth strategy. In order to finance the accelerated growth of the group, the company's Board of Directors approved an additional issue of shares of PJSC Softline in the amount of up to 76 million shares. In September 2024, the Central Bank of the Russian Federation registered a prospectus of common shares of Softline. Then the board of directors of Softline approved the placement price of the company's shares at the market level — 142.3 rubles per share. In October, the placement of the issue was completed. About 9 thousand shares were bought out by Softline shareholders under the pre-emptive right. The remaining part of the issue was purchased by a subsidiary of PJSC Softline, Softline Projects LLC, in order to finance the group's M&A transactions.
In August 2024, Softline announced the start of accepting exchange offers for shares of PJSC Softline as part of the second stage of the exchange of GDRs by Noventiq Holdings plc. As a result of the second stage of the exchange, its participants received over 10.2 million bonus shares of PJSC Softline.
In October 2024, the company's management proposed to the board of directors to approve the Softline share repurchase program. The management made such a recommendation because it considered the market value of PJSC Softline to be undervalued. On October 22, 2024, the members of the Board of Directors of Softline approved the acquisition of up to 5% of the total number of shares constituting the authorized capital of Softline to the group's enterprise, Softline Projects LLC. The buyout will be carried out over the next 12 months. By the reporting date, over had already been purchased 3.5 million shares of PJSC Softline on the Moscow Stock Exchange.
In 9 months of 2024, three large institutional investors increased or acquired a stake in PJSC Softline. The share of the majority shareholder of PJSC Softline decreased to 39.5% as a result of the transactions.
Softline Group (Softline PJSC) is a provider of solutions and services in the field of digital transformation and information security, developing a comprehensive portfolio of its own products and services.
The authorized capital, including additional issue shares, consists of the nominal value of the outstanding shares and amounts to 400.002 million units with a nominal value of 100 / 66667 rubles each. There are no preferred shares in the authorized capital.
Owners: the main shareholder — 39.45%, information regarding shares owned by companies controlled by the issuer — 16.64%, information regarding shares owned by members of the Company's management bodies (including other employees) — 5.11% (of which 2.2% are members of the Board of Directors), institutional owners / combined funds / DO — 19.71% (about 6% of them belong to the Sinara Group), information on shares owned by other shareholders — 19.09%.
The net profit of the Softline group under IFRS for the first 9 months of 2024 decreased 4.3 times to 1.5 billion rubles from 6.5 billion rubles a year earlier. Turnover increased by 35% to 71.1 billion rubles from 52.6 billion rubles, gross profit — by 92% to 23.94 billion rubles from 12.49 billion rubles, adjusted EBITDA — by more than 2 times to 4.6 billion rubles from 1.7 billion rubles.
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