ABIT AG

euro adhoc: ABIT AG
Mergers - Acquisitions - Takeovers
Merger Talks between ABIT AG and phinware AG
Voluntary Offer by GFKL Financial Services AG to Acquire Shares in ABIT AG (E)

--------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------- Meerbusch, 11 September 2003. With the approval of its supervisory board, ABIT AG today concluded an agreement in principle with GFKL Financial Services AG of Essen and phinware AG of Düsseldorf, a wholly owned subsidiary of GFKL Financial Services AG, which foresees the merger of phinware AG and ABIT AG. The parties to the agreement in principle consider it appropriate to establish a corporate value relation, so that, subject to the company valuation that is to be made, GFKL Financial Services AG will receive between 35% and 38% of the shares of the merged company. Furthermore, GFKL Financial Services AG will present to the ABIT AG shareholders a voluntary offer to purchase ABIT stock pursuant to Article 10 in conjunction with Articles 29 and 34 of the German Securities Acquisition and Takeover Act (WpÜG). GFKL Financial Services AG has set its offer price at EUR 4.00 per share. This offer is above the statutory minimum price of the average stock-exchange quote of the previous three months as stipulated in Article 5, Section 3 of the WpÜG Bidding Ordinance. +++++ Explanatory Notes +++++ In recent years ABIT AG and phinware AG have scored considerable market successes as providers of innovative software solutions, particularly in the banking industry (ABIT) and in the segment serving energy providers and insurance companies (phinware). At the same time, both organizations have enhanced their business lines with consulting expertise and a range of services, while developing customer groups beyond their previous core markets. The merger is designed to unite the complementing selling strengths of ABIT AG and phinware AG and substantially boost the future company’s posture on the market as a whole. In view of that, the management boards of ABIT AG and phinware AG seek to generate synergies in opening up markets, serving clients and developing products. The goal is to collectively expedite growth. Interestingly, both parties will come full circle with this merger: The co-founders of ABIT AG were among those responsible for establishing phinware following ABIT AG’s split in 1990. The joint company is set to operate under the name ABIT AG and have its headquarters in Meerbusch. The way things stand now ABIT Group will have a staff of some 230 employees once the merger is completed. The boards of both companies and GFKL Financial Services AG, the future primary shareholder, agree that the upcoming ABIT AG will enjoy complete operational independence to do business on the market. GFKL Financial Services AG is a leasing and financial outsourcing company. Its shareholders include the Goldman Sachs Group, the ERGO Insurance Group and the Westdeutsche Landesbank, a regional central bank. The corporate group’s core competence lies in financing capital goods, as well as the appraisal, purchase and administration of debt portfolios. In 2002 the company earned a pretax profit of EUR 17.6 million on sales of EUR 429 million. An extraordinary ABIT AG shareholders' meeting to approve the merger is planned for December 2003 following completion of the intended company valuations. end of announcement euro adhoc 11.09.2003 --------------------------------------------------------------------- Further inquiry note: Herr Sven Kamerar Head of Corporate Communications Phone: +49 (0)2150 9153 201 E-Mail: investor@abit.de Branche: Software ISIN: DE0005122501 WKN: 512250 Index: CDAX, Prime All Share, Prime Standard, Technologie All Share Börsen: Frankfurter Wertpapierbörse / regulated dealing Niedersächsische Börse zu Hannover / free trade Berliner Wertpapierbörse / free trade Bayerische Börse / free trade Hamburger Wertpapierbörse / free trade Börse Düsseldorf / free trade Baden-Württembergische Wertpapierbörse / free trade

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