SoftM Software und Beratung AG / Mergers & Acquisitions
14.11.2008
Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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- Comarch Software AG acquires 1,750,000 SoftM-shares, i.e. 35.14% of
SoftM-shares from several core investors.
- Additionally Comarch has fully subscribed a capital increase of EUR 5.175
m.
- Mandatory public takeover offer with a price of EUR 3.45 per share will
be submitted.
- Acceleration of software development and internationalization.
The stock listed Polish IT-Group Comarch S.A., Krakow (Poland), with around
3,000 employees one of the leading Polish IT-companies, acquires through
its 100% German subsidiary Comarch Software AG, Dresden, ('Comarch') a
majority in SoftM Software und Beratung AG, Munich, (ISIN: DE0007249104).
Intention of this 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 medium-sized businesses throughout
Europe.
Comarch has signed yesterday evening respective contractual agreements with
existing shareholders of SoftM among them Dr. Hannes Merten, Head of the
supervisory of board SoftM and Ludwig Ametsbichler, Chief Financial Officer
SoftM to acquire in total 1,750,000 SoftM shares (= 35.14% of all
shares). With the signing of the agreements Comarch has been entitled to
the usage of the respective voting rights with immediate effect. Thetransfer of the title to the shares will take place only subject to the
payment of the purchase price. After the transaction, the existing
shareholders will remain with significant shareholdings.
As a result of the transaction Comarch acquires a controlling interest of
above 30% in SoftM AG and is therefore obliged to launch a mandatory
takeover offer to SoftM-shareholders according to the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). From
the controlling interest results, that SoftM has to dissolve tax loss carry
forwards pursuant to the new section 8c EStG of EUR 2 m. (as of
30.06.2008), either in part, or in total in case of an acquisition of more
than 50% of the shares. This will be reflected in the 2008 after tax
results of SoftM.
Comarch has informed SoftMs management board, that the equivalent for the
shareholders of SoftM in the mandatory takeover offer will be EUR 3.45 per
share.
SoftMs management board has decided to tender its 176,011 SoftM shares
owned by the company for the mandatory offer.
In parallel to the signing of the share purchase agreement, the management
board of SoftM has decided to increase its capital by EUR 1.5 m by using
the existing authorized capital 2008. The EUR 1.5 m will be fully
underwritten by Comarch, while subscription rights of the existing
shareholders are excluded. The issuing price for the capital increase is
EUR 3.45 per new share, such that SoftM will receive in total EUR 5.175 m
additional cash from the capital increase.
SoftM will be part of the Comarch group as an independent organisation with
an unchanged management team and strategic focus. The Head of the
Supervisory Board, Dr. Hannes Merten will also retain his position. In
total, Comarch group will have approx. 3.500 employees and sales of more
than EUR 200 m. For SoftM, new growth opportunities will open in all
business areas.
For further information please contact Friedrich Koopmann, Investor
Relations, SoftM AG, Messerschmittstrasse 4, 80992 München, Phone: +49 (0)
89 14329-1199; mobile: +49 (0) 175 2915666; Fax: +49 (0) 89 14329-1113;
E-Mail: friedrich.koopmann@softm.com.
End of Ad hoc announcement.
Information und explanation of the issuer pertaining to this ad-hoc
statement
The SoftM Software und Beratung AG is a leading provider of IT solutions
for the small and medium-sized industry. SoftM is active in three business
sectors. The standard software business unit encompasses development and
sales of integrated commercial standard software for the small and
medium-sized industry and merchandizing organizations. The consulting
business sector delivers all necessary consulting and services needed for
the implementation of SoftM products, as well as complementary solutions.
The system integration business unit offers products and services for IT
infrastructure. Founded in 1973, SoftM today manages about 4,000 customers
with 420 employees at 17 locations in Germany, Austria, Switzerland,
France, Poland and the Czech Republic.
For further information please contact Friedrich Koopmann, Investor
Relations, SoftM AG, Messerschmittstrasse 4, 80992 München, Phone: +49 (0)
89 14329-1199; mobile: +49 (0) 175 2915666; Fax: +49 (0) 89 14329-1113;
E-Mail: friedrich.koopmann@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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DGAP-Adhoc: SoftM Software und Beratung AG: Push for SoftM growth strategy - Comarch Software AG is a new core shareholder of SoftM AG
| Source: EQS Group AG