DGAP-News: SoftM Software und Beratung AG: Comarch becomes new Core Shareholder of SoftM - Push for SoftM Growth Strategy


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.
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- 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 year’s 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 SoftM’s 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
SoftM’s 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
company’s 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 SoftM’s 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 
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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
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