Guest Pitch: All for One Group SE (A1OS.DE)

Odd-lot Tender Offer: €150 Upside

This is a tender offer setup in Germany, which was sent to me by one of the SSI members. At a quick glance, it looks like an interesting tiny opportunity with €150 potential upside. However, due to limited disclosures it’s not clear whether US residents can participate in the offer. The same goes for record vs. beneficial shareholders. Company representatives for investor relations were not able to shed any further light on these matters. This quick note below is meant to serve as an open thread for discussion – any insights from the more experienced members would be greatly appreciated.

All for One Group is a German software reseller and IT consulting services provider. The company is conducting a voluntary public share buyback, which is basically the equivalent of a tender offer in the US. Consideration is €38.60/share, and stockholders with fewer than 100 shares will be given preferential acceptance. The stock trades at €37.10/share. The offer expires on March 4.

The offer is only for 2.3% of outstanding shares, so it is basically guaranteed to be oversubscribed. Therefore, the opportunity is applicable only for odd-lot positions. All for One Group is controlled by Austrian PE firm Unternehmens Invests AG, which owns 50% of the shares, and for now it is not clear whether it plans to participate.

The tender document is sparse on details and can be found here. As I see it, there are four key questions left unanswered.

• Can US investors participate? The tender document doesn’t specify that, and only notes that the offer is conducted under German laws, while US regulators have not reviewed it. Curiously, if you try to download the document through the company’s website and select US as your territory, the access is blocked. The access is granted only if you select “Rest of the world” instead. I reached out to the Investor Relations team, and their response was not particularly helpful. They simply repeated what is already written in the tender document and added that ‘we cannot provide any information as to whether acceptance of the offer is permissible under U.S. law.’
• Will there be any withholding taxes or other tax implications for foreign investors? IR couldn’t comment on this either.
• Will beneficial holders be treated the same as holders in street name? In US and Canadian tenders, beneficial holders (those who hold shares through brokers) can almost always participate freely on the same terms as shareholders who hold shares directly. It remains unclear whether that will also be the case here.
• The expected scale of odd-lot participation. The tender is tiny – €4.4m in total size, with only 115,000 shares available for acceptance. That amounts to 1,200 odd-lot accounts at full subscription. The tender document includes an unusual comment suggesting that if odd-lots were to fill the entire tender amount, they could also face proration (see below). So the question is: how many odd-lot accounts can we realistically expect to show up for such an obscure offer in Germany?

The Company is making use of the option provided for in the authorisation granted by the Annual General Meeting on 18 March 2025 to accept small numbers of up to 100 All for One Group Shares tendered on a preferential basis (see section 4.2). These will thus be given preferential treatment and will be taken into account in full, but only up to the Offer volume of 115,000 All for One Group Shares (the tendered All for One Group Shares that do not exceed 100 All for One Group Shares per All for One Group Share holder, collectively referred to as “Preferential Shares”).

 

Some background on the company

All for One Group resells, helps to set up, and maintains ERP (enterprise resource planning) software for its clients. Its main partner is SAP, the biggest software firm in Europe focused on back-office solutions. All for One Group is transitioning from lumpy one-time license sales to recurring cloud-based subscription revenues. Recurring revenues now stand at 53%.

The tender offer comes shortly after disappointing fiscal Q1 2026 results (ending December 2025), which showed a worsening Cloud Services segment revenue growth trend and accelerating legacy license revenue decline. Management claimed it is due to the ongoing weak economy in German-speaking countries, particularly within the industrial sector, which All for One Group primarily focuses on. However, guidance for fiscal 2026 has been maintained, and management expects the client cloud transition to be merely postponed, with increasing momentum expected in the future. The stock price fell from €42 to €34 following the results, and the tender was announced a week later, possibly to support the price.

This is a very asset-light business with strong FCF conversion from EBIT (80%+). The stock trades at around 9x fiscal 2025 FCF. The Cloud Services segment revenue has been growing at only 3% to 4% lately, while license revenue declined by 7% in 2025 and 13% in the latest Q1. The company had €107m in cash as of the latest report.