Beta Systems Software AG

euro adhoc: Beta Systems Software AG
Mergers - Acquisitions - Takeovers
Beta Systems and Kleindienst determine share exchange ratio for merger

---------------------------------------------------------------------   Disclosure announcement transmitted by euro adhoc.   The issuer is responsible for the content of this announcement. ---------------------------------------------------------------------

22.04.2005

Based on company valuations, merger agreement specifies share exchange ratio of three Beta Systems shares for five Kleindienst shares

Berlin, April 22, 2005 - Beta Systems Software AG ("Beta Systems") (BSS, ISIN DE0005224406) and Kleindienst Datentechnik AG ("Kleindienst") (KLD, ISIN DE0006290208) have today agreed the share exchange ratio for the merger of Kleindienst into Beta Systems. On this basis, Kleindienst shareholders will receive three Beta Systems shares for five Kleindienst shares, i.e. 0.6 Beta Systems shares for each Kleindienst share.

As part of the preparations to determine the share exchange ratio, the Management Boards of Beta Systems and Kleindienst jointly mandated PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, to conduct company valuations in accordance with the Ertragswertverfahren (method of discounted future earnings), taking into account assets to be valued separately. The "Ertragswerte" (capitalized earnings values) of the two companies, which were determined on the basis of the new version of the standard governing the execution of company valuations (IDW ES1 new version), as issued by Institut der Wirtschaftsprüfer in Deutschland e.V., correspond to EUR20.53 per Beta Systems share and EUR12.29 per Kleindienst share, including the special asset items. The appropriateness of the share exchange ratio is currently being assessed by Warth & Klein GmbH Wirtschaftsprüfungsgesellschaft ("Warth & Klein"), as the independent court-appointed Mergers Auditor.

End of ad hoc announcement

Information and notes provided by the party issuing this ad hoc announcement:

Summary of material assumptions applied as part of the analysis

The following table contains a selection of material valuation parameters and planning assumptions that were applied when determining the company value of Beta Systems and Kleindienst.

Key data regarding discount rate
                                                Beta Systems Group    Kleindienst Group

Range of period-specific discount rates
(after typified shareholder income tax,
before growth rate deduction) 2005-2009
                                                      11.4% - 9.0%         8.4% - 8.8%
Base (risk-free) rate before
typified shareholder income tax            5.0%             5.0%
Beta factor unlevered                         1.0             1.0
Market risk premium after typified
shareholder income tax                         5.5%             5.5%
Typified shareholder income tax rate  35.0%           35.0%
Growth rate from 2010 onward           1.5%             1.5%

Underlying estimates for 2005E to 2009E used in valuation
Revenue 2005E / 2009E (in EURm)       55.4 / 73.5          52.1 / 58.2
EBIT 2005E / 2009E (in EURm)         4.6 / 11.4           0.7 / 3.9
EBT 2005E / 2009E (in EURm)         3.5 / 10.9           0.7 / 4.1
Earnings after corporate taxes
2005E / 2009E (in EURm)                     2.9 / 7.0           0.4 / 3.2
Dividend payout ratio
2005E / 2009E                               35.6% / 14.7% 0% / 100%
Typified shareholder income
tax rate for dividend payments           35.0%             35.0%

Terminal value assumptions 2010E et seq.

EBIT (in EURm)                                     7.2               4.0
EBT (in EURm)                                     7.0               4.3
Earnings after corporate taxes
(in EURm)                                     4.4               2.8

Special asset items of Kleindienst Group
Investment in DS Dokumenten Service Holding
GmbH (after accounting for tax effects) (in EURm) 9.1
Assets not required for operations (in EURm) 6.4
Special asset items of Beta Systems Group
Investment of Beta Systems
in Kleindienst AG (in EURm)                  43.9

Beta Systems and Kleindienst intend to have the merger agreement officially recorded in the near future.

The shareholders of both companies will vote on the merger agreement at the General Meeting of Shareholders to be held by Beta Systems on June 14, 2005, and by Kleindienst on June 13, 2005. Effective from the date on which the respective Annual General Meetings are convened to vote on the merger, the merger agreement, the joint merger report and the audit report of the court-appointed Mergers Auditor Warth & Klein, as well as all other requisite documents, will be available for inspection, and a copy of the aforementioned documents will be forwarded free of charge to the shareholders of both companies upon request. Further information regarding the merger can be accessed online at www.betasystems.de/verschmelzung in the near future.

End of announcement

Important legal disclaimer

The computation of a company valuation in accordance with the "Ertragswertmethode" is an extremely complex process that cannot be fully explicated by means of analyzing the individual steps involved or by providing a summary description. The valuation analyses performed by the Management Boards with the assistance of PricewaterhouseCoopers are not necessarily indicative of the future results or current values derived in accordance with other valuation methods, which may be significantly higher or lower than those expressed in this ad hoc announcement.  The valuations involved numerous judgments and assumptions with regard to industry performance, general business, economic, competitive, market, and financial conditions, many of which are beyond the control of the companies, as well as judgments, assumptions, and details regarding items such as the "base (risk-free) rate", "beta factor", "market risk premium" and "typified shareholder income tax rate for dividend payments", "dividend payout rate", "debt-to-equity ratio" and "terminal value", which involved the exercise of discretion by the Management Board. Further information regarding the computation of company values will be provided in the merger report and the audit report of the court-appointed Mergers Auditor.

This announcement contains forward-looking statements based on current assumptions and forecasts by the management of Beta Systems and Kleindienst. Although these assumptions and forecasts are based on prudent commercial judgment, there can be no assurance that the expectations expressed therewith are correct or will materialize. The assumptions and forecasts contained herein may be subject to risks or uncertainties which could cause actual results or outcomes to differ materially from those expressed in the assumptions and forecasts. Factors that may cause actual results to differ materially 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 Company’s strategy. Beta Systems disclaims any obligation to update any forward-looking statements to reflect subsequent events or circumstances. Statements made with regard to the company values computed on the basis of the standards set out in "IDW ES 1 new version" do not constitute a forecast or assumption as to the future share price performance of Beta Systems or Kleindienst.

As of the date on which the General Meeting of Shareholders is convened, shareholders can obtain the merger-specific documents from Beta Systems Software AG, Investor Relations, Alt-Moabit 90d, 10559 Berlin, Germany.

Beta Systems Software AG, Berlin, Germany Beta Systems Software (Prime Standard: BSS on the German stock market) is a leading provider of high-performance enterprise solutions which enable companies to improve the efficiency of their business processes in the areas of Identity Management, Enterprise Content Management, Scheduling and Storage Management. Beta Systems’ core skills are centered on developing automated solutions that reduce costs and qualitatively optimize the processing of large quantities of data in z/OS, Unix, Linux and Windows environments.

Beta Systems has been listed on the stock market since 1997, has 800 employees (as of April 2005) and operates worldwide through 15 own subsidiaries and through several corporate partners. IT service providers and large financial services and insurance companies are among Beta Systems’ customers, as are enterprises in the areas of trade, industry, telecommunications, logistics and energy supply, and public authorities. For further information, please visit our website at www.betasystems.com

end of announcement                                euro adhoc 22.04.2005 20:19:53
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Further inquiry note: Contact:

Investor Relations Arne Baßler Beta Systems Software AG Tel.: (030) 726 118 -170 Fax: (030) 726 118 - 881 e-mail: arne.bassler@betasystems.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
              Bremer Wertpapierbörse (BWB) / free trade



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