OnVista AG

euro adhoc: OnVista AG
Mergers - Acquisitions - Takeovers
OnVista AG merges wholly-owned subsidiary OnVista Technologies GmbH with IS Innovative Software AG
Considerable synergy potential
Forecast 2003 OnVista AG: Distinctly positive pre-tax grou

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30 June 2003 - OnVista AG (DE0005461602) based in Cologne, Germany, plans to merge its wholly-owned subsidiary OnVista Technologies GmbH, Cologne, with IS Innovative Software AG, Frankfurt. To this end, the two companies today signed a merger agreement. The transaction is subject to approval by the respective shareholders’ and general meetings of the two companies involved. The relevant supervisory bodies have already given their approval. The merger relates solely to OnVista Technologies GmbH, which currently accounts for about 70% of group sales. The agreement does not extend to the parent company OnVista AG or its second wholly-owned subsidiary OnVista Media GmbH, which operates the finance portal www.onvista.de.

The plan is to amalgamate OnVista Technologies GmbH under IS Innovative Software AG in return for a stake in the latter. OnVista AG, currently the sole shareholder of OnVista Technologies GmbH, will hold 31.5 percent of the capital shares and approximately 41.5% of the voting rights of the amalgamated company. Existing shareholders of IS Innovative Software AG will hold 68.5 percent of the capital shares and approximately 58.5% of the voting rights after the merger. The exchange ratio is based on a valuation following the productive value method of Euro 45-47 mill. for IS Innovative Software AG and Euro 20-22 mill. for OnVista Technologies GmbH. After the merger and successful restructuring, the two companies expect an annual synergy potential in the region of low to medium single digit millions.

Forecast 2003 of OnVista AG: Since the 31.5 percent stake in the merged company, which will operate under the name of IS.Teledata AG, is likely to be reported at equity in the balance sheet, group sales of OnVista AG will in future essentially be made up of sales from OnVista Media GmbH (Euro 3.5 mill. in 2002). In 2003, OnVista Media sales are expected to rise in the region of upper single digit percentage points. The company expects to generate a distinctly positive pre-tax group result in 2003. In addition to a positive performance by OnVista Media GmbH, the Executive Board does not anticipate any appreciable burdening of the group result through its investment in IS.Teledata AG. The group result will be burdened by restructuring costs at OnVista AG. On the other hand, the extraordinary earnings arising from the rise in hidden reserves in connection with the merger will result in an increase in the group result.

Significance from the perspective of OnVista shareholders: The cash funds of OnVista AG will remain untouched by the merger (Euro 27.4 mill. as at 31 March 2003) since the transaction does not involve any cash components. The current market price stands only insignificantly above the cash value per share of Euro 4.09. The investment in the profitable OnVista Media GmbH remains 100% within the group, additionally there is the 31.5 percent stake in the merged IT company, which is expected to start making a positive contribution to the group result of OnVista AG latest from 2004.

Details on the merger: The timetable calls for a resolution by the general meetings of IS Innovative Software AG and OnVista AG in August and entry in the respective Register of Companies latest by September 2003. Integration of the two companies is to be finalised by mid-2004. The merged company will be the largest European provider of financial market information systems based on Internet technology, with annual sales of more than Euro 40 million (imputed sales 2002). Up to now, IS Innovative Software AG and OnVista Technologies GmbH have been in direct competition and are ranked first and second in the market. The Executive Board of IS.Teledata AG is to be composed of Stephan Wolf (Spokesman for the Board), the current CEO of IS Innovative Software AG, as well as Fritz Oidtmann (Executive Board Member, Finance) and Stephan Schubert (Executive Board Member, IT). Messrs. Oidtmann and Schubert are members of the Management Team of OnVista Technologies GmbH as well as members of the Executive Board of OnVista AG. No changes will be made to the members of the Board of OnVista AG.

Also available: datailed press release of OnVista Technologies GmbH and IS Innovative Software AG (please contact Anja Seipp, presse@onvista.de)

IR contact: Stefan Bohlmann, Tel. +49 (0) 22 03/9146-220, ir@onvista.de; Press contact: Anja Seipp, Tel. +49 (0) 22 03/9146-306, presse@onvista.de

end of announcement            euro adhoc 30.06.2003
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Further inquiry note: IR contact: Stefan Bohlmann, Tel. +49 (0) 22 03/9146-220, ir@onvista.de; Press contact: Anja Seipp, Tel. +49 (0) 22 03/9146-306, presse@onvista.de

Branche: Computing & Information Technology
ISIN:      DE0005461602
WKN:        546160
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
              Bremer Wertpapierbörse (BWB) / free trade
              Börse Düsseldorf / free trade
              Baden-Württembergische Wertpapierbörse / free trade



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