FJA AG / Mergers & Acquisitions 11.03.2009 Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Munich, 11 March 2009 - The supervisory board and board of directors of FJA AG herewith announce that, with the approval of the respective supervisory boards, the boards of directors of FJA AG and COR AG Financial Technologies signed a letter of intent today regarding a merger of the two companies. In it, FJA and COR have agreed to initiate merger proceedings for the two companies by means of a merger of equals. The transferring legal entity will most probably be COR and the receiving legal entity will probably be FJA. On a corporate law level, the merger of equals will create an important basis for the integration process of the two companies. The merged company will have an outstanding market position in standard software for insurance companies and banks in Germany. The aim is to strengthen this market position, in particular in foreign markets, and to increase the profitability through synergies. The joint company will most probably trade under the name of COR&FJA AG. Based on the current situation, the group of companies will have approx. 1,000 employees after completion of the merger of equals. Both companies will now initiate the necessary steps to lay down the conditions for the merger of equals and to ascertain the assets of the two companies. The agreements necessary for the merger of equals are to be presented for approval at the companies' ordinary general meetings which are scheduled for July of this year. Both companies expect the merger of equals will come into effect in the second half of 2009 after the necessary approvals have been granted by the shareholders. Once the merger of equals has come into force, COR AG's stock exchange listing will end. The current COR shareholders will receive listed shares from FJA. To safeguard the merger plans, COR and its majority shareholder, msg systems AG, have secured 30.47% of FJA. msg systems AG informed FJA today that it has secured control according to Section 35 Para. 1 in conjunction with Section 29 Para. 2 WpÜG (German Securities Acquisition and Takeover Act) of FJA. Accordingly, msg systems AG will make a mandatory offer in accordance with Section 35 Para. 2 WpÜG in accordance with Section 31 Para. 1 WpÜG to all the shareholders of FJA. To the best of FJA's knowledge, the mandatory offer will be based on the statutory minimum price. FJA AG Eva Hesse Elsenheimerstraße 65 80687 Munich phone ++49 (0) 89 769 01 274 fax: ++49 (0) 89 769 01 606 E-Mail: eva.hesse@fja.com Internet: www.fja.com DGAP 11.03.2009 --------------------------------------------------------------------------- Language: English Issuer: FJA AG Elsenheimerstraße 65 80687 München Deutschland Phone: +49 (0)89 769 01-0 Fax: +49 (0)89 769 88-13 E-mail: investor.relations@fja.com Internet: www.fja.com ISIN: DE0005130108 WKN: 513010 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Stuttgart, München, Hamburg, Düsseldorf End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Merger/Takeover/Stake/Merger negotiations between FJA AG and COR AG Financial Technologies
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