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Case study

CarveLines Publications · Case study · Payroll software in France

Merger opportunity
assessment: Cegid x Silae

Pre-due diligence of Silae: French payroll market, competitive position and effect of the combination with Cegid

ScopePayroll, France

Horizon2024 to 2030E

Date30 September 2026

FormatCase study

ForM&A and private equity teams

Executive summary (1/3)02 / 60

The payroll market is attractive in value and protected by its complexity; Silae dominates the accounting-firm channel

What the pre-DD establishes (1/2): the market and the competitive landscape

Market · pages 6 to 9

A ~€3.0bn market, including ~€1.0bn of payroll software; Silae captures ~49% of its core SAM

22.5m payslips per month, of which 30% produced by accounting firms (80% for VSEs); core SAM of ~€0.64bn; Silae holds ~85% of the software value of the accounting-firm channel [E].

~49%

of the core SAM captured by Silae [E]

Dynamics · pages 10 to 13

Value grows ~5% a year without volume growth; regulation protects software vendors with scale

TAM of ~€3.6bn in 2030E; HRIS and T&A drive ~55% of the increase; France ranks no. 1 for payroll complexity; transaction multiples down from ~10 to ~6.5 times revenue.

+4.9%

annual TAM growth, 2026E-2030E [E]

Competition · pages 14 to 18

Outside large enterprises, no published volume comes close to Silae's; its funded alternatives carry little weight

€214m of revenue in 2024 (+35%, reported); Hg, Visma, TeamSystem and SD Worx back the challengers; among employers with more than 250 employees: Sage 16.2%, ADP 15.2%, Silae 10.4%.

~78%

of accounting-firm channel payslips produced by Silae [E]

Executive summary (2/3)03 / 60

Silae is positioned to win: a broad product and exceptional margins, but a contested price and a weak presence outside accounting firms

What the pre-DD establishes (2/2): Silae's position

Product and price · pages 19 to 23

The broadest suite in the channel; a price that has moved from the market median to 1.6 times that median

20 points out of 22 on the functional grid; 900 collective agreements versus 720 at most; revenue per payslip from €2.44 (2024) to ~4.10 € (2026E), versus a median of €2.50 among alternatives.

×1.7

revenue per payslip, 2024-2026E [E]

Customers · pages 24 to 27

Acclaimed by employees, criticised on cost and support, with no measured departure of accounting firms

mySilae app rated 4.6 and 4.7 (~100k ratings); 1st in the 2026 Palmarès paie, with one star out of five for cost and support; claimed partners from over 5,000 to over 6,000.

-44%

average reduction granted for 2025 on announced prices

Business models · pages 28 to 32

Acquisition delegated to accounting firms and exceptional margins, at the cost of heavy channel dependence

2022 statutory EBITDA of 53 to 77% of revenue; ~€389k of revenue per employee; Rule of 40 estimated at 88 to 112; software accounts for ~10% then ~16% of the payslip price billed by accounting firms.

~71%

of Silae's revenue through accounting firms [E]

Executive summary (3/3)04 / 60

Invest, with conditions: value depends on price and on accounting-firm loyalty, which the combination with Cegid exposes further

What this changes: verdict, combination with Cegid and counterpoint

Verdict · pages 33 to 37

Attractive market, strong position: investment zone, with future growth to be found outside the channel

Recurrence and channel: confirmed; pricing power: mixed; expansion beyond the channel: fragile; Silae is worth ~€2.3bn at the deal multiple, up to ~€5bn based on its EBITDA [E].

3.7 and 4.2

attractiveness and position, out of 5 [E]

Silae-Cegid combination · pages 38 to 43

Few synergies and risk shifted towards accounting firms: value, but with conditions

~€9m of revenue and ~€17m of costs per year in 2030; net EBITDA of ~+€16m (-4 to +42); ~84% of channel payslips for the combined entity; transaction likely outside merger control [E].

~3%

of announced EV in net synergies [E]

Counterpoint · page 37

Without price increases after 2026, Silae becomes a yield asset more than a growth asset

No accounts filed after 2022, churn not measured, actual prices not published; a 2027 price freeze brings channel value growth down to -0.4% per year in the low scenario [E].

~3.3

attractiveness out of 5 if price is frozen [E]

Contents05 / 60

7Verdictpages 33 to 37

33	Matrix	Attractive market, strong position
34	Thesis	Recurrence and channel confirmed
35	Risks	High risks: accounting firms and DSN
36	Valuation	~€2.3bn to ~€5bn, multiple or margin
37	Counterpoint	Capped price: yield asset

8Silae-Cegid combinationpages 38 to 43

38	The transaction	Silver Lake merges its two assets
39	Overlap	In payroll, not in accounting
40	Synergies	~€9m of revenue and ~€17m of costs
41	Dis-synergies	Gain wiped out at ~15% churn
42	Concentration	~84% of channel payslips
43	What must be true	Loyal firms, migrated bases

Appendices, pages 44 to 60

A1 method and estimates; A2 longlist; A3 prices and Palmarès; A4 verbatims; A5 transactions; A6 accounts; A7 scoring; A8 synergies; A9 glossary; A10 sources.

1 · Market06 / 60

Payroll software is worth ~€1.0bn at the core of a ~€3.0bn market; Silae addresses ~€0.64bn, half of it through accounting firms

French payroll and administrative HR market, €m, 2026E, central [E]

Total addressable market (TAM) by building block€m 2026E, low-high range

What Silae addresses€m 2026E, central

Core SAM segment	€m 2026E
3 Payroll, accounting-firm channel (~48% of SAM)	307
In-house payroll, VSEs and SMEs	238
Payroll for mid-caps with 250 to 1,000 employees	97
Core SAM (range 448 to 783)	642
Silae revenue in the core SAM [E]	~315

1Payroll software: ~€1.0bn, one third of the TAM

2With HRIS, T&A and BPO: ~€3.0bn (2.2 to 3.8)

3Core SAM of ~€0.64bn, ~48% of it through accounting firms

Accounting-firm payroll fees: service value billed to companies (€22 to €30 per payslip), outside the software TAM. Detail and method in Appendix A1.

1 · Market08 / 60

Silae captures ~49% of a ~€0.64bn core SAM: it already holds ~85% of the accounting-firm channel's value and remains weak elsewhere

TAM, SAM and Silae revenue by segment, €m, 2026E, central scenario [E]

TAM, SAM and Silae revenue by segment€m 2026E, central

TAMSilae SAMSilae revenue [E]

Core SAMValue captured

€642m

Core SAM (448 to 783)

~€315m

Silae revenue in the core SAM [E]

~49%

share captured (43 to 59%)

1~49% of the core SAM

2Accounting-firm channel: ~85% of the value

3In-house payroll: ~16 to 22% of the value, depending on whether SAM mid-caps are counted

Core SAM: accounting-firm channel payroll, in-house payroll of VSEs and SMEs and of mid-caps with 250 to 1,000 employees (~40% of mid-caps [E]). Silae in VSEs and SMEs: via integrators, mid-caps included. Method in Appendix A1.

1 · Market09 / 60

Accounting firms account for ~71% of Silae's revenue; growth from 2024 to 2026 comes from price, with revenue per payslip up ~1.6 to 1.7 times

Silae revenue in €m (2023-2024 reported, 2026E estimated), volume effect and price effect

Silae revenue€m; 2026E by channel [E]

Accounting firmsCompanies via integratorsPayroll bureausSpainReported revenue, not broken down

From 2024 revenue to 2026E revenue€m, volume effect and price effect [E]

3 Revenue per payslip: €2.44 in 2024; in 2026E, ~€3.86 across all countries (×1.6) and ~€4.10 in France (×1.7) [E]

Payslips: ~7.3m per month in 2024, more than 8m in 09/2026 (S10), including ~0.9m in Spain [E]

1Accounting firms account for ~71% of 2026E revenue

2Growth comes from price: +€136m, versus +€21m from volumes [E]

3Revenue per payslip up ~1.6 times (all countries) to ~1.7 times (France)

2023 and 2024 revenue reported in the EY-Numeum Top 250; no Silae accounts published after FY2022. 2026E revenue, breakdown and effects: CarveLines model (Appendix A1); volumes at 2024 prices.

2 · Dynamics10 / 60

Market value grows ~5% a year until 2030 while volumes stagnate; HRIS and T&A drive more than half of the increase

TAM by segment in €m, 2026E and 2030E, and annual growth, central scenario [E]

TAM by segment€m, central

Payroll BPOT&ACore HRISIn-house payrollPayroll, accounting-firm channelTotals

CAGR 2026E-2030E% per year · share of TAM increase

1Value grows ~4.9% a year, volumes 0%

2HRIS and T&A drive ~55% of the increase

Projection by segment: price, volumes and penetration (model s2_dynamics_model.py, assumptions in Appendix A1). Accounting-firm channel: ~+26% a year in 2024-2026E through price, ~+4% thereafter (-0.4 to +8.0%).

2 · Dynamics12 / 60

Private equity shapes the market; payroll transaction multiples fall from ~10 to ~6.5 times revenue in five years

Payroll and accounting-firm software transactions, 2020-2026, EV to revenue

Reference transactionsPayroll and accounting-firm software, 2020-2026

DateAnnounced	TransactionAcquirer · target	NatureTransaction type	EV / revenueX
07/2020	Silver Lake · Silae	Majority LBO	12.5 to 15.0
06/2021	KKR · Cegid (minority)	EV €5.5bn	8.7 to 11.0
09/2021	Investors · Visma (secondary)	Minority	9.2
07/2022	Cegid · Grupo Primavera	Merger	~9.6
01/2025	Paychex · Paycor (United States)	Strategic acquisition	6.1
08/2025	Thoma Bravo · Dayforce (United States)	Take-private	6.6
02/2026	Visma · latest published revenue	Target valuation	~6.8
09/2026	Silver Lake · Cegid + Silae	Planned EV of more than €10bn	> 6.3

Median multiplesEV / revenue, x

Silver Lake controls Cegid and Silae, Hg MyUnisoft and Visma, TeamSystem ACD (S10 S135 S122)
32 fund transactions in accounting firms, ~11% of the profession's fees [calculation] (S94 S134)

1Funds and consolidators control Silae, Cegid, MyUnisoft and ACD

2Payroll multiples: from ~10x to ~6.5x revenue

In bold: private-equity acquirers. Medians over transactions with a calculable multiple. Listed: ADP, Paychex, Paycom, Paylocity, Workday, Sage (25 to 29/09/2026). List in Appendix A5.

3 · Competition15 / 60

Entrants crowd into accounting firms and VSEs and SMEs, where Silae keeps the value; mid-caps and large enterprises buy direct

Estimated positioning of offerings: share through accounting firms and customer size, 2026 [E]

How to readChannel × size

1Entrants and challengers, in bold, in accounting firms × VSEs and SMEs

2Silae: ~85% of the software value of the accounting-firm channel [E]

3Mid-caps and large enterprises: ADP, Sopra HR, Cegid, SAP, direct

Payroll software vendors for accounting firmsAccounting and management suites with payrollDirect SaaS payroll and HR for SMEsMid-caps, large enterprises and BPO

Off the map, without an established French payroll engine: Lucca, Factorial, Personio, Pennylane, MyUnisoft, Eurécia, Skello, Combo, HR Path, Deel.

Positions [E] based on reported channel and segment, volumes and the Payjob panel; offsets of less than 0.2 points for legibility. In grey: installed offerings. Method in Appendix A1.

Sources: S9, S10, S12, S13, S24, S29, S45, S54, S63, S65, S120, S137, S161, S164, S165, S172, S184, S209; CarveLines estimates [E], method in Appendix A1 · CarveLines analysis, 30/09/2026CarveLines © 2026

3 · Competition17 / 60

Among players above €100m, Silae is the only one growing by more than 30%, mainly through price: its payslips grow 7.6% a year

Published or calculated revenue growth, latest available period, in %

Revenue growthLatest available period, 2023-2025

Payslip growthPer year, 2022-2026

1The only player above €100m growing more than +30%

2Payslips up 7.6% a year: the rest comes from price

Payroll software vendors for accounting firmsAccounting and management suites with payrollDirect SaaS payroll and HR for SMEsMid-caps, large enterprises and BPO

In colour and bold: revenue above €100m; in grey: below €100m; hatching: acquisitions included.

Silae publishes neither accounts after 2022 nor growth: +35.4% is calculated from revenue reported in the Top 250 (€158m then €214m). Silae payslips: 10/2022 to 09/2026. Sage France: FY25.

3 · Competition18 / 60

Among employers with more than 250 employees, Silae already equips 10.4% of companies, on a par with Cegid; together, they would overtake Sage and ADP

Companies with more than 250 employees using each software vendor (Payjob panel, 2024), %

Share of companies equippedPayjob panel, more than 250 employees, 2024, %

How to readMid-caps and large enterprises

1Silae equips 10.4% of companies, on a par with Cegid

2Together, they would overtake Sage and ADP

Payroll software vendors for accounting firmsAccounting and management suites with payrollMid-caps, large enterprises and BPOOther software vendors

Payjob also attributes to Silae a 57% market share among payroll outsourcing firms (55% in 2022), calculation method not specified.

Payjob panel of 8,996 companies with more than 250 employees, by number of companies (not by value or payslips). Groupings by software vendor [calculation].

4 · Product and price20 / 60

Silae claims 900 collective agreements versus 720 at most elsewhere; beyond the core of ~300 (88% of payslips), the long tail retains portfolios

Agreements reported by software vendor, IFEC catalogue 09/2026 and vendor websites

Collective agreements handledReported number, 2024-2026

Typical portfolioPartner accounting firm

~1,100

payslips per month per Silae partner accounting firm [E]

~130

payslips per month outside the core of ~300 agreements [calculation]

1900 agreements claimed, 720 at most elsewhere

2Beyond the core, hatched for Silae: the long tail, ~12% of payslips

3~130 payslips per accounting firm outside the core: a tool limited to the core cannot take over the portfolio

Payroll software vendors for accounting firmsAccounting and management suites with payrollDirect SaaS payroll and HR for SMEsMid-caps, large enterprises and BPO

Excluding Station Paye (5 agreements “handled in depth”) and ACD (payroll in pilot). Core: ~300 agreements cover 88% of payslips according to fulll (S24).

4 · Product and price21 / 60

Payroll software for accounting firms costs a median €2.50 per payslip; Silae reaches ~€4.10 in 2026E, far from the €8 to €30 companies pay

Price per payslip per month, € excl. VAT, IFEC catalogue 09/2026 and public price lists

Software for accounting firms€ per payslip, 100 payslips per month

What companies pay€ per payslip per month

1Median of software vendors for accounting firms: €2.50 (1.40 to 7.60)

2Silae: ~€4.10 in 2026E, 1.6 times the median [E]

3Companies pay €8 to €30: direct software or an accounting firm's service

Payroll software vendors for accounting firmsAccounting and management suites with payrollDirect SaaS payroll and HR for SMEsMid-caps, large enterprises and BPO

Silae does not publish its price list and is not in the IFEC catalogue: revenue per payslip estimated [E] (Appendix A1). PayFit: from €26 per employee per month; Sage Paie: more than 21 employees.

6 · Business models29 / 60

Silae generates ~€389k of revenue per employee and an estimated Rule of 40 of 88 to 112, well ahead of TeamSystem (62) and the listed SaaS median (22.6)

Rule of 40: revenue growth + gross operating (EBE) or EBITDA margin, latest financial years; Silae [E]

Rule of 40Revenue growth + margin, points

Silae unit economicsEstimates [E]

~€389k

Revenue per employee, 2024

2.44 €

revenue per payslip, 2024

€38k to €43k

Revenue per partner, 2024-2025

53 to 77%

statutory EBITDA margin, 2022

1~€389k of revenue per employee, more than 2.5 times the European SaaS benchmark

2Rule of 40 of 88 to 112, versus 62 for TeamSystem and a median of 22.6

Payroll software vendors for accounting firmsAccounting and management suites with payrollDirect SaaS payroll and HR for SMEsMid-caps, large enterprises and BPOListed peers outside France

Silae: 2024 growth of +35% (revenue reported in the Top 250) plus 2022 statutory margin of 53 to 77%; no accounts published after 2022. Benchmark: ~€150k of ARR per FTE for growing European SaaS companies (GP Bullhound, approximate comparison).

Sources: S12, S13, S17, S18, S55, S61, S65, S67, S98, S106, S111, S175, S193, S371, S372, S375, S376, S388, S400; CarveLines estimates [E], method in Appendix A1 · CarveLines analysis, 30/09/2026CarveLines © 2026

6 · Business models30 / 60

Software accounts for only ~10% of the payslip price billed by accounting firms, ~16% in 2026E: the increase remains absorbable, but accounting-firm margins shrink

Price of a payslip billed by an accounting firm and software share, € excl. VAT, 2024-2026E [E]

Payslip billed by an accounting firm€ excl. VAT per month

Silae payroll softwareAccounting-firm time, costs and margin

BenchmarkChannel economics	Value2024-2026
Share of Silae revenue through accounting firms, in %	~71
Alternatives: median at 100 payslips per month, in €	2.50
Linc at ~1,330 payslips (average per Silae partner), in €	~2.88
White-label subcontracting, simple production, in €	17 to 22

Multi-year contract in 01/2025, new three-year amendment in 09/2026: consumption, annual commitments (S17 S53)
Linc bills €2 to €3 excl. VAT per payslip, with no commitment, with parallel testing (S256 S120)

1Software accounted for ~10% of the payslip price in 2024

2~16% in 2026E: +€1.66, ~7% of the billed price, absorbable [calculation]

3At constant billed price, the accounting firm's share falls from €22.56 to €20.90: its margin absorbs €1.66 [calculation]

Price billed by the accounting firm: €22 to €30 per payslip (S47 S48), ~€25 used; software share of 4 to 18% depending on assumptions. Silae revenue per payslip: CarveLines model (Appendix A1).

7 · Verdict33 / 60

Attractive market (3.7 out of 5) and strong position (4.2 out of 5): Silae is in the investment zone, with growth levers outside the channel

Segment attractiveness and Silae's position, ratings from 1 to 5, bubbles in €m 2026E [E]

Weighted ratingsDetail in Appendix A7

3.7 out of 5

market attractiveness: value, recurrence, barriers

4.2 out of 5

Silae's position: channel, share, margins

1Silae in the investment zone

2Growth levers: HRIS, T&A and SME payroll, where Silae is weak

Bubble size: 2026E segment value, in €m; dark blue: payroll through accounting firms; mid blue: payroll outside the channel; light blue: HRIS, T&A and BPO. Qualitative placement [E].

Weights set before rating; with equal weights: 3.71 and 4.00. Criteria, weights, facts and sources in Appendix A7.

7 · Verdict36 / 60

At the deal multiple, Silae would be worth ~€2.3bn; its margin would justify up to ~€5bn at EBITDA multiples: value depends on holding the price

Reference multiples and implied value of Silae standalone, 2026E [E]

Reference multiplesEV / revenue, x

Implied value of Silae standalone€bn, 2026E [E]

1At the deal multiple, over 6.3x revenue: ~€2.3bn

2At EBITDA multiples, the margin lifts value up to ~€5bn

3At 2024 prices, ~€1.5bn: each 10% of price is worth ~€0.2bn [calculation]

Assumptions: 2026E revenue of ~€371m (316 to 396), ~€235m at 2024 prices; EBITDA margin of ~60% (50 to 70%), i.e. ~€223m [E]. Listed-peer multiples as at 25-29/09/2026.

8 · Silae–Cegid combination40 / 60

Quantifiable synergies remain modest: ~€9m of revenue and ~€17m of costs per year in 2030, i.e. 1.6% of the combined cost base

Synergies by lever, €m per year by 2030, central scenario and range [E]

Revenue synergies€m per year in 2030, central; range of total [E]

Cost synergies€m per year in 2030, central; range of total [E]

1~€9m of revenue, ~0.6% of combined revenue

2~€17m of costs: 1.6% of the combined base, ~4.5% of Silae revenue (Paychex-Paycor: ~12% of target revenue)

No synergy plan published. Ranges by lever and assumptions in appendix A8: firms converted, retention at migration, Shine activation, savings by line item.

8 · Silae–Cegid combination41 / 60

Accounting-firm reaction decides the sign: the central net gain of ~€16m EBITDA is wiped out at ~15% churn, and from ~5% if synergies stay low

2030 recurring EBITDA bridge and sensitivity to accounting-firm churn, €m per year [E]

Recurring EBITDA bridge€m per year in 2030, central [E]

SensitivityThree scenarios [E]

Scenario2030	Churn assumed% of pool	Net EBITDA€m per year	Breakeven churn% of pool
2 Low	8%	-4.2	~5%
1 Central	~4%	16.3	~15%
High	2%	41.9	~30%

Exposed pool: ~€186m of Silae 2030 revenue at accounting firms using other accounting software [E]
Each point of churn costs ~€1.5m of EBITDA [E]
Not quantified: remedies, Cegid financing costs, €600m stake in TeamSystem

1Central net gain of ~€16m, ~3% of EV, wiped out at ~15% churn

2Low synergies: wiped out from ~5% churn

Green: gains; red: losses. Evidence marks in blue on this page. Revenue and dis-synergies taken at 80% margin; costs at 100% [E].

Appendices44 / 60

Appendices

Method, detailed data, reference frameworks and sources, grouped by type

Code	Appendix	Pages	What it provides
A1	Method and assumptions	45 to 46	Method: sizing, triangulation and assumptions behind each estimate [E] in the deck.
A2	Player longlist	47 to 48	Reference: the 35 lines of the longlist (34 players), by family, with shareholder, revenue, growth and payroll engine.
A3	Prices and Palmarès	49	Data: prices declared in the IFEC catalogue in 2024 and 2026 (100-payslip scenario) and Palmarès du Chiffre 2026 stars.
A4	Voice of the customer	50	Data: paraphrased and dated reviews, by platform and by profile, without author names.
A5	Deals and multiples	51	Data: deals in payroll and accounting-firm software since 2020, with valuation and multiple where calculable.
A6	Public accounts	52	Data: latest public accounts of Silae, its holding company and peers, with Cegid's debt.
A7	Scoring grid	53	Decision framework: criteria, weights, scores and facts behind the two verdict scores.
A8	Synergies: assumptions	54	Decision framework: base, assumptions and value of each synergy and dis-synergy lever, 2030.
A9	Glossary	55	Reference: acronyms and technical terms used in the deck.
A10	Sources	56 to 60	Sources: public references grouped by family, with the pages citing them; full URLs in sources.csv and the Excel workbook.

10	Growth	Value +5% a year, stable volumes
11	Drivers, brakes	Regulation sustains demand
12	Consolidation	Private equity; multiples declining
13	Five forces	Switching costs, threat from suites

19	Functions	Silae alone rated 2 on nine criteria
20	Agreements	900 agreements versus 720 at most
21	Price ladder	Median €2.50, Silae ~€4.10
22	Silae's price	1.6 times the median in 2026E
23	Moat	Agreements, administrators, network

24	Customer reviews	Employees won over, firms silent
25	Review themes	Compliance praised, price criticised
26	Price signal	Price rise: more talk than churn
27	Traction	Silae hiring less, app traffic

28	Three models	Via firms: recurrence and margin
29	Unit economics	Rule of 40 estimated at 88 to 112
30	Channel economics	Software: ~10% of the payslip price
31	Disintermediation	Threat to volume more than to price
32	Strengths, gaps	Ahead on margin, not on the channel

06	Scope	Software ~€1.0bn, market ~€3.0bn
07	Volumes, channels	Accounting firms: 30% of payslips
08	TAM and SAM	Silae captures ~49% of the core SAM
09	Silae revenue	Firms ~71%, price-led growth

14	Four families	No published volume close to Silae's
15	Channel × size map	Entrants target firms, VSEs, SMEs
16	Entrants	Funded rivals, ~9% of the channel
17	Growth	Silae alone above +30%
18	Mid-caps	Silae equips 10.4% of companies

Merger opportunityassessment: Cegid x Silae

The payroll market is attractive in value and protected by its complexity; Silae dominates the accounting-firm channel

Silae is positioned to win: a broad product and exceptional margins, but a contested price and a weak presence outside accounting firms

Invest, with conditions: value depends on price and on accounting-firm loyalty, which the combination with Cegid exposes further

Contents

Payroll software is worth ~€1.0bn at the core of a ~€3.0bn market; Silae addresses ~€0.64bn, half of it through accounting firms

Silae captures ~49% of a ~€0.64bn core SAM: it already holds ~85% of the accounting-firm channel's value and remains weak elsewhere

Accounting firms account for ~71% of Silae's revenue; growth from 2024 to 2026 comes from price, with revenue per payslip up ~1.6 to 1.7 times

Market value grows ~5% a year until 2030 while volumes stagnate; HRIS and T&A drive more than half of the increase

Private equity shapes the market; payroll transaction multiples fall from ~10 to ~6.5 times revenue in five years

Entrants crowd into accounting firms and VSEs and SMEs, where Silae keeps the value; mid-caps and large enterprises buy direct

Among players above €100m, Silae is the only one growing by more than 30%, mainly through price: its payslips grow 7.6% a year

Among employers with more than 250 employees, Silae already equips 10.4% of companies, on a par with Cegid; together, they would overtake Sage and ADP

Silae claims 900 collective agreements versus 720 at most elsewhere; beyond the core of ~300 (88% of payslips), the long tail retains portfolios

Payroll software for accounting firms costs a median €2.50 per payslip; Silae reaches ~€4.10 in 2026E, far from the €8 to €30 companies pay

Silae generates ~€389k of revenue per employee and an estimated Rule of 40 of 88 to 112, well ahead of TeamSystem (62) and the listed SaaS median (22.6)

Software accounts for only ~10% of the payslip price billed by accounting firms, ~16% in 2026E: the increase remains absorbable, but accounting-firm margins shrink

Attractive market (3.7 out of 5) and strong position (4.2 out of 5): Silae is in the investment zone, with growth levers outside the channel

At the deal multiple, Silae would be worth ~€2.3bn; its margin would justify up to ~€5bn at EBITDA multiples: value depends on holding the price

Quantifiable synergies remain modest: ~€9m of revenue and ~€17m of costs per year in 2030, i.e. 1.6% of the combined cost base

Accounting-firm reaction decides the sign: the central net gain of ~€16m EBITDA is wiped out at ~15% churn, and from ~5% if synergies stay low

Appendices

Merger opportunity
assessment: Cegid x Silae