SoftM Software und Beratung AG / Mergers & Acquisitions 14.11.2008 Release of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- - Accelerated Internationalisation - Faster Software development - Expand target markets for system integration Munich, 14 November 2008 The Polish IT Group Comarch with around 3,000 employees one of the leading Polish IT companies will acquire a majority stake in SoftM Software und Beratung AG, Munich. The aim of the deal, which is supported by the management board as well as the supervisory board of SoftM AG is to develop Comarch and SoftM into a leading supplier of IT-solutions for mid-sized businesses in Europe, especially throughout the German speaking region and Eastern Europe. At the same time SoftM AG announces preliminary results for the third quarter. In the first nine months, SoftM achieved significantly better result whilst maintaining sales at the previous years level. In the past year, SoftM implemented a three-pillar strategy in the IT market which is targeted at mid-sized businesses. The innovative product lines target ERP and finance as well as offering a comprehensive solution for IT infrastructure in the systems integration area. This strategy aims to generate dynamic growth in SoftMs core markets Germany, Austria and Switzerland and also to increase the international presence of the sales and service offering. Strategy successfully implemented Recent results proved this strategy is successful: Revenues in Software continued to grow in the third quarter: sales reached Euro 14.9 million after nine months seven percent above the previous year (13.9). Preliminary calculations indicate that the first nine months of 2008 generated similar turnover of 39.7 million Euro (prev. year 40.3) and with a significantly improved profit. The EBIT rose to 0.5 million Euro (prev. year -1.4), Earnings before tax also increased to 0,4 Million Euro (previous year -1,7). Full details of the third quarter performance will be published on 18.11.2008. From this strong position SoftM sought a partner which would actively speed up the internationalisation and accelerate software development even more. Among the potential partners SoftM had discussions with, the board of management and the supervisory board chose Comarch which offers the best synergies as well as bringing complimentary solutions to the table. Comarch, the new Core Shareholder The Comarch Group headquarted in Krakow, Poland acquired shares during SoftMs capital increase. The issue of 1,500,000 shares brings additional capital of 5 million Euro for SoftM. Comarch has already signed a purchase contract with existing SoftM shareholders. The purchase of shares and the capital increase will give Comarch a controlling interest in SoftM. Furthermore, Comarch announces that it will offer all other shareholders a mandatory takeover of 3.45 Euro per share. The shareholders will continue to have a stake SoftM after the transaction has been completed. Comarch, a leading Polish IT company was founded in 1993 and has been listed on the Krakow stock exchange since 1999. It employs around 3,000 employees at 23 sites in 11 countries. In 2007, Comarch generated sales of 154 million Euro and an operating profit of 11.3 million Euro. The companys target markets are Telecommunications, Trade & Services, Finance& Banking, IT Infrastructure, Public Administration and SME, for which Comarch provides software, as well as consulting, system integration and programming services. SoftM Independent in a Strong Group SoftM will operate as an independent organisation in the Comarch Group with an unchanged management team and strategic focus. The former Head of the Supervisory Board, Dr. Hannes Merten will also retain his position. In total, the new Comarch Group will have approx. 3,500 employees and sales of more than 200 million Euro. The fusion will opens SoftM AG new growth opportunities in all business segments. The SoftM business segments ERP and finance profit from the integration into Comarch through the accelerated development and marketing of their new product lines Semiamis and SharkNex. SoftM already achieved continued growth in the software area: Software sales grew from 7.6 million Euro in 2000 to 19.7 million Euro in 2007. The integration into the Comarch group will enable the cutting edge products Semiramis and SharkNex to expand in the SME market. Concurrently Comarch, with numerous affiliates and partners in Eastern Europe, will be able to develop this key market for innovative SoftM products. Comarch has until now been operating in the lower market segment of the SME market (companies with less than 50 employees) with software packages Altum and CDN. Semiramis offers a solution for the upper end of this segment, is easily scaleable (for companies up to 2,000 employees) and compliments the Comarch portfolio very well. For the system integration business segment the fusion means a strengthening of the market position for both companies. Thus, the business activities from SoftM e.g. in the Oracle area can be expanded. Furthermore, this business segment, which until now has operated exclusively in the mid size enterprise market, will benefit from access to the mid sized and large enterprises operating in Telecommunications, Trade& Services, Finance & Banking. Franz Wiesholler the SoftM CEO comments, 'Having Comarch as a core investor opens new perspectives for our innovative product lines and for our systems integration business. We can achieve a significantly higher growth rate than before. In particular in the growth markets in Eastern Europe we can profit from the direct and indirect sales channels from Comarch which will enable us to become a leading player. Everyone will profit from this fusion: our customers and business partners, our staff as well as the existing and new shareholders.' Comarch founder and CEO Prof. Janusz Filipiak adds, 'SoftM is a company which has developed significant market position in business software for mid size companies. We will maintain SoftMs independent status and fully support the SoftM strategy. The fusion will provide a lot of synergy effects in the software area as well as in IT infrastructure because SoftM products complement our portfolio superbly.' SoftM Software und Beratung AG is a leading provider of complete IT solutions for medium-sized companies. SoftM operates in three business divisions: the ERP Division covers the development, sales, and implementation of integrated standard business software for medium-sized industrial and trading companies; the Finance Division covers the development, sales, and implementation of accounting software for finance and investment accounting and controlling; the product portfolio in the Systems Integration Division covers products and services all around the IT infrastructure. Founded in 1973, SoftM today looks after around 4000 clients with 420 employees at 17 locations in Germany, Austria, Switzerland, France, Poland and the Czech Republic. SoftM AG, Messerschmittstr. 4, 80992 München Friedrich Koopmann, Press Officer / Investor Relations Tel.: +49 (0) 89 / 143 29 1199 Fax: +49 (0) 89 / 143 29 1113 E-Mail: friedrich.koopmann@softm.com http://www.softm.com DGAP 14.11.2008 --------------------------------------------------------------------------- Language: English Issuer: SoftM Software und Beratung AG Messerschmittstrasse 4 80996 München Deutschland Phone: +49 (0)89 14329 1199 Fax: +49 (0)89 14329 1113 E-mail: friedrich.koopmann@softm.com Internet: www.softm.com ISIN: DE0007249104 WKN: 724910 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-News: SoftM Software und Beratung AG: Comarch becomes new Core Shareholder of SoftM - Push for SoftM Growth Strategy
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