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.
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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
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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
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DGAP-Adhoc: Merger/Takeover/Stake/Merger negotiations between FJA AG and COR AG Financial Technologies
| Source: EQS Group AG