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euro adhoc: Beta Systems Software AG
Mergers - Acquisitions -
Beta Systems Software AG seeks merger of Kleindienst
Datentechnik AG into Beta Systems Software AG
--------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------- Berlin, December 23, 2004 - The Supervisory Board and Management Board of Beta Systems Software AG (Prime Standard: BSS, ISIN: DE 0005224406) hereby announce that today the Management Boards of Beta Systems Software AG and Kleindienst Datentechnik AG have agreed, with the consent of the respective Supervisory Boards, to seek the merger of Kleindienst Datentechnik AG into Beta Systems Software AG. The merger is considered to be an important basis, in terms of company law, for the continued integration of both entities. The merger will result in an exchange of shares held by outside shareholders of Kleindienst Datentechnik AG for shares in Beta Systems Software AG. Beta Systems had already acquired an interest of approx. 90% of shares and voting rights in Kleindienst Datentechnik AG by means of block trading, a public mandatory offer and stock-exchange purchases. Both companies will now initiate the necessary steps required to reach an agreement on the terms of the merger. The planned date for the merger is January 1, 2005. The values of both companies will be determined in the coming months, taking into account the applicable statutory provisions, particularly the so-called Ertragswertverfahren (method of discounted future earnings) and the so-called IDW S1 standard promulgated by Institut der Wirtschaftsprüfer e.V. The share-exchange ratio will subsequently be determined on the basis of these valuations. The aforementioned share-exchange ratio will then be assessed by a court-appointed Merger Auditor. The resolutions required for the merger are likely to be put forward for approval to the companies General Meetings of Shareholders in June 2005. Beta Systems Software AG expects that the merger will come into effect in the second half of 2005, once the necessary shareholder approvals have been granted. The exchange listing of Kleindienst Datentechnik AG will cease as soon as the merger has come into force. End of ad hoc announcement Information and notes provided by the party issuing this ad hoc announcement: The merger of Kleindienst Datentechnik AG ("Kleindienst") into Beta Systems Software AG ("Beta Systems") is considered to be the next step towards integration of the two companies, a process initiated at the beginning of 2004 with the acquisition of a majority interest. Beta Systems believes that the merger will greatly facilitate its efforts to leverage location-, product-, as well as solution-specific cross-selling potential and to streamline cost structures. By pooling the activities of Beta Systems in the area of Document/Output Management together with those of Kleindienst within the field of Input Management ("Enterprise Systems" business segment) to create the new strategic business segment "Enterprise Content Management", Beta Systems seeks to enhance its competitive position as a European IT specialist for infrastructure software. The integration of Kleindienst and Beta Systems provides the best-possible basis for a consistent and effective marketing approach as a strategic supplier to the joint customer base, while at the same time facilitating the provision of combined solutions from a single source. One of the essential elements of the strategy is that the "Outsourcing Service" segment of Kleindienst shall remain as an independent organizational unit with its own management and own profit/loss responsibility. For the purposes of determining the share-exchange ratio, Beta Systems and Kleindienst will probably commission PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft to prepare an external valuation report for both companies in accordance with statutory requirements. These reports shall form the basis for determining the share-exchange ratio. The company-related valuations will be based on standards promulgated by Institut der Wirtschaftsprüfer e.V. and generally referred to as IDW S1. Both IDW S1 as well as German law prescribe clearly defined framework conditions for official valuation reports that are used to determine the share-exchange ratio. The share-exchange ratio will subsequently be audited by an independent, court-appointed Mergers Auditor, who will appraise the aforementioned ratio as to its appropriateness for the companies shareholders. - End of announcement - Beta Systems Software AG, Berlin, Germany Beta Systems Software AG (Deutsche Börse - Prime Standard: BSS) is a leading provider of intelligent, high-performance solutions for the administration of bulk data. Beta Systems supplies software which enables companies to streamline and simplify their data center, backup, and document management processes. The company specializes in the automation and optimization of its customers' high volume data processing systems, focusing on handling, storing, and distributing data and documents in the most cost effective and intelligent way. Beta Systems' customers are typically large organizations in the industrial, finance, telecommunications, energy, service, and public sectors whose previous methods of data management involved cumbersome procedures consuming a great deal of time, money, and other resources. The solutions developed by Beta Systems have an open architecture and create an information infrastructure which considerably reduces the previous complexity of the customer's information management. Beta Systems' products are distributed worldwide by its own subsidiaries as well as partner organizations. For further information, please visit the company website at www.betasystems.com. It is recommended that readers should access additional reports pertaining to the company merger outlined here as soon as they become available, as said reports will contain information that is deemed material to the transaction. The relevant documents can be requested from Beta Systems Software AG, Investor Relations, Alt-Moabit 90d, 10559 Berlin, Germany. They will be forwarded as soon as they become available. This announcement contains forward-looking statements based on underlying assumptions and estimates by the management of Beta Systems Software AG. Although management is of the opinion that these forward-looking statements are realistic, there can be no assurance that the expectations, beliefs or projections are correct, will materialize or be achieved or accomplished. The forward-looking statements and assumptions contained herein may be subject to risks or uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Factors that may cause actual results to differ materially from those discussed in forward-looking statements are, among others, changes in economic conditions and the business-related environment, changes in exchange rates and interest rates, introduction of competing products, lack of demand for or interest in new products or services, as well as changes with regard to the Companys strategy. Beta Systems disclaims any obligation to update any forward-looking statements to reflect subsequent events or circumstances. All trade names, trademarks, and service marks or logos used in this document are the property of the respective companies. end of announcement euro adhoc 23.12.2004 15:07:41 --------------------------------------------------------------------- Further inquiry note: Arne Baßler Beta Systems Software AG Tel.: +49 (0)30 726 118 0 Fax: +49 (0)30 726 118 800 E-Mail: email@example.com Branche: Software ISIN: DE0005224406 WKN: 522440 Index: Prime Standard, CDAX, Prime All Share, Technologie All Share Börsen: Frankfurter Wertpapierbörse / regulated dealing Berliner Wertpapierbörse / free trade Hamburger Wertpapierbörse / free trade Baden-Württembergische Wertpapierbörse / free trade Börse Düsseldorf / free trade Niedersächsische Börse zu Hannover / free trade