d+s europe AG

euro adhoc: D+S europe AG
Mergers - Acquisitions - Takeovers
D+S europe AG: Turnover and Earnings Leap due to Large Acquisition in Growth-Intensive E-Commerce Management

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26.03.2007

- D+S europe signs acquisition contract for taking over Heycom Group - Strategically significant setup of e-commerce as 4th business field - Turnover to rise to over EUR 340 million in business year 2008 (EUR 164.8 million in 2006) - Planned EBIT for 2008 almost EUR 50 million (EUR 18.9 million in 2006) - EpS expected to double by 2008 to EUR 0.70 - 0.75 (EUR 0.35 in 2006)

HAMBURG. 26 March 2007. Today D+S europe AG (ISIN: DE0005336804), a leading solutions provider for integral customer management, concluded a contract marking the beginning of the takeover of 100 % of Heycom GmbH, Hannover, in the middle of 2007. With this acquisition D+S europe AG is strategically extending its value-added chain by the fast growing area of e-commerce services as a fourth business field for the Group. Heycom is one of the leading operators of online shops and provides complete transaction handling in the field of e-commerce.

From the very start this acquisition will lead to a significant leap in turnover and earnings for D+S europe AG. Thus the Heycom Group is anticipating a turnover in the amount of over EUR 80 million, an EBITDA of over EUR 17 million and an EBIT of over EUR 13 million in the year 2008. Accordingly, in 2008, an increase in the turnover of D+S europe AG can be assumed at Group level to an amount of over EUR 320 million, after EUR 164.8 million in the year 2006. EBITDA for 2008 is expected to rise to over EUR 63 million after EUR 27.7 million in the year 2006 while an EBIT increase to EUR 48 - 50 million is planned for 2008, EUR 18.9 million in the year 2006. Thus D+S europe AG would reach its planned 2008 margin of 15% at Group level. Earnings per share are expected doubled to EUR 0.70 - 0.75 in 2008, after EUR 0.35 in the year 2006. For 2009 a further increase in turnover and earnings is planned by over 20%.

In spite of the advance acquisition costs, D+S europe AG is already planning an EBIT of over EUR 10 million in the first half of 2007. In the second half of 2007, an EBIT of more than 20 million is expected at Group level due to strong organic growth as well as the consolidation of the Heycom Group. With a view to the whole year, D+S europe AG is planning an EBIT increase of over 75 % compared to 2006 to more than EUR 33 million with a turnover of about EUR 240 million. Up to now the enterprise was expecting an EBIT increase of 40%.

As of 1 July 2007, the founder of Heycom, Sven Heyrowsky, will become the third member of the Management Board of D+S europe AG; the remaining Heycom management will also be committed to the company by long running contracts.

Regardless of EBIT-related earnout components, D+S europe AG will takeover Heycom GmbH at a fixed acquisition price of almost EUR 100 million. The fixed purchase price will be paid in cash and by shares of D+S europe AG. All in all D+S europe AG expects a total purchase price in the amount of the 6.5-times the EBITDA of 2009 from the Heycom business transactions, with the earnout to be paid in the year 2009. The purchase price will be paid in cash and with shares of D+S europe AG. A corresponding financing package has already been finalised including an agreement to issue, by means of capital increase in cash, 1.642 million shares at an issue price of 8.50 Euro excluding subscription rights. Furthermore, a capital increase through contribution in kind by 2.5 million shares will be affected. A sound 60% of the fixed purchase price will be paid by means of outside financing in the course of a syndicate loan under the lead of Deutsche Bank and Dresdner Bank. The earnout will be paid in the year 2009 from outside capital as well as the cash flow of D+S europe AG.

Explanatory Notes

By taking over the Heycom Group D+S europe AG is complementing its strategic positioning. So far D+S europe has provided services in the fields of telephonic value-added services, mobile services, customer services and voice automation as well as address management and collections. This service portfolio is now being supplemented by the Heycom online transaction competency. Thus D+S europe will place itself in the e-commerce market which, according to surveys of Forrester Research, has a current volume of about EUR 25 billion. The annual growth up to the year 2010 is stated at 26%.

Heycom is positioned in the market as specialist for online sales as well as warehousing and consignment sales for account of a third party. In the centre of Heycom’s value-added chain there is an intelligent online shop system custom-developed by Heycom for special requirements on a highly efficient and high-performance e-commerce service range. Starting from the running of shops, the scope of Heycom ranges from sorting of goods, warehousing, packaging and sales to return and debtor management. With this integrated online transaction approach Heycom’s product range is always up-to-date thus significantly optimising costs compared to common online-shop systems. Heycom has a client base of over ten leading brand product suppliers from the fashion and clothing industry, the food industry as well as the field of household supplies.

Due to the capital increases D+S europe AG’s capital stock will increase to about 36.2 million shares. In future the Heycom founder, Sven Heyrowsky, will be one of the largest single shareholders of D+S europe AG with about 7.5% of the vote. Management of Heycom will be committed to D+S europe by long running contracts and participation in its share capital.

Management of D+S europe AG will present further details and perspectives of the transaction in the course of a press and analyst conference at the Steigenberger Hotel Frankfurter Hof at 9.30 a.m. on Tuesday 27 March 2007. Interested journalists, investors and analysts are also invited to follow the presentation on the Internet and via telephone. Corresponding dial-in information can be obtained from Dr. Rainer Brändle, IR Consultancy edicto, Tel. 069/90550550.

About D+S europe: D+S europe AG is one of the leading solution providers for integrated customer management. Regardless of the communication channel, whether by landline, mobile phone, Internet, TV or in writing, D+S europe manages contacts between its clients and their most important assets, their private customers. For its clients D+S europe connects, provides contents and carries out billing procedures. Clients’ customer management processes can be completely outsourced: from identifying interesting contacts via establishing the ideal contact channel and contacting to collection services, if required. The use of most modern technologies results in utmost client and end-customer satisfaction. Internationally leading enterprises cooperate with D+S europe and are attended to by over 3,800 employees at locations all over Germany as well as in Austria, Poland and the Czech Republic. D+S europe AG’s share is listed in Prime Standard and in SDAX.

For further information please see www.dseurope.ag.

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ots Originaltext: d+s online AG
Im Internet recherchierbar: http://www.presseportal.ch

Further inquiry note:
Thiess Johannssen
Leiter Unternehmenskommunikation
D+S europe AG
Tel.: ++49-40 4114-1400
E-Mail: t.johannssen@dseurope.ag

Branche: Advertising
ISIN:      DE0005336804
WKN:        533680
Index:    CDAX, Classic All Share, Prime All Share, SDAX
Börsen:  Frankfurter Wertpapierbörse / regulated dealing/prime
              standard
              Börse Berlin-Bremen / free trade
              Hamburger Wertpapierbörse / free trade
              Baden-Württembergische Wertpapierbörse / free trade
              Börse Düsseldorf / free trade
              Bayerische Börse / free trade



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