Private Equity

Stubborn founder trio engages in power struggle over Software One

The founders of Software One want to demonstrate who holds power in the company and what the right path is. They aim to push through the sale of the company to Bain Capital at an extraordinary general meeting.

Stubborn founder trio engages in power struggle over Software One

Twice already, the financial investor Bain Capital has been rebuffed by the supervisory board with its multi-billion dollar takeover offer for the Swiss IT service provider Software One. Despite the private equity firm having the support of the company's three founders with 29% of the shares and despite the offer representing a significant premium to the current share price.

Daniel von Stockar (links) and Beat Curti /
Photos: Archive and Beyond Foundation

However, Daniel von Stockar, René Gilli, and Beat Curti now aim to demonstrate who holds power in the company and what the right path is. The determined founder trio has secured an extraordinary general meeting on April 18th. At that time, shareholders are expected to almost completely reconstitute the board of directors – with the exception of Daniel von Stockar – thus potentially enabling the takeover of their company by the financial investor Bain.

ABB-CFO as opponent on the board

In the supervisory board, alongside Daniel von Stockar, there are seven other members, including seasoned professionals like former Zalando manager Jim Freeman. The most well-known board member is Timo Ihamuotila, the Finnish-born CFO of the industrial conglomerate ABB. It's hardly conceivable that Ihamuotila can simply be sidelined. Thus, there is likely to be a showdown vote, the outcome of which is entirely uncertain.

Entrepreneur Beat Curti, who became a partner at Software One in 2006, can be considered a tenacious character. The 86-year-old, originally from Lucerne, made his fortune in the retail and media industries, building up a significant corporate conglomerate. Why he held onto his Software One shares for so long, which he could have sold just a year after the company's IPO on the Swiss Six Exchange in October 2019, remains unclear.

A colourful figure

Curti is a colourful figure: In 1979, he bought the Beobachter, Switzerland's largest-circulation magazine at the time, from its then-owner Max Ras using his own funds. The Bon Appétit Group, referred to by Handelszeitung as Curti's "life's work," was sold by Curti to the German Rewe Group for 266 million Swiss francs, with a clause for its continued existence. Curti also made headlines in his personal life: He officiated the Buddhist wedding ceremony at the wedding of his friend Tina Turner in 2013.

Software One was founded in 1992 by René Gilli in Stans under the name Microware AG. Later, in 2000, Softwarepipeline.com was founded by Daniel von Stockar and Patrick Winter in Zurich. The two companies then merged. In 2006, the US software licensing company Software One was acquired, providing the new name, before KKR acquired a 25% stake in 2015.

Candidates to be heard

On Thursday, Software One plans to present new medium-term targets at an investor event after missing its growth targets for 2023. The Software One share price reacted with a slight increase to 17.45 Swiss francs on Monday following the announcement of the extraordinary general meeting. The company's market capitalization, which peaked at 2.9 billion Swiss francs, has shrunk by more than 15% since August 2023 and is trading below the IPO price.

The supervisory board announced on Monday that it plans to combine the extraordinary general meeting for the reconstitution of the board of directors with the company's ordinary annual shareholders' meeting, originally scheduled for May 2nd. The candidates proposed by the founders for the supervisory and strategy board will be heard beforehand. "To ensure adequate corporate governance review, the nominating committee will invite the new candidates proposed by the shareholder group to interviews." "Based on this, the board of directors will provide its own recommendation to Software One shareholders for voting at the general meeting."