d+s europe AG

euro adhoc: D+S europe AG
Mergers - Acquisitions - Takeovers
D+S europe AG: D+S europe AG and Apax conclude agreement for preparing a public takeover of D+S europe AG and for participation of Apax by way of a capital increase for cash

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15.04.2008

Hamburg. 15 April 2008. Today D+S europe AG (ISIN: DE0005336804) and Pyramus S.à r.l. based in Luxemburg have concluded an agreement (so-called Investment Agreement) in which Pyramus S.à r.l. as bidder undertakes to submit a voluntary takeover bid to all shareholders of D+S europe AG for purchase of all no-par shares of D+S europe AG against payment of cash benefit in the amount of EUR 13.00 per share in compliance with Section 4 of the Securities Acquisition and Takeover Act. This bid price corresponds to a premium of about 43.6% on the volume weighted average share price of D+S europe AG in the past three months to today (source: Bloomberg).

Moreover Management and Supervisory Board of D+S europe AG announce that today the Board with the consent of the Supervisory Board has resolved to increase the nominal capital of D+S europe AG by about 8.71% by issuance of 3,271,000 new shares of D+S europe AG against contribution in cash under exclusion of shareholders´ subscription rights. In compliance with the obligation as laid down in the Investment Agreement the bidder subscribed to these 3,271,000 new shares at an issue price of EUR 13.00 per share. On account of this capital increase for cash D+S europe AG´s nominal capital will increase to  EUR 40,842,941.

The bidder is an enterprise newly founded for the purpose of this transaction which is controlled by several investment funds counselled by Apax Wordwide Partners LLP.

According to the Investment Agreement execution of the takeover bid will be subject only to anti-trust approval of the transaction, i.e. it does not depend on achievement of a minimum acceptance rate or other conditions. The takeover bid will be fully financed by Apax Fonds equity capital. According to the Investment Agreement the bidder does not intend to conclude a control and/or profit transfer agreement with D+S europe AG.

At present, based on the information given to them, the Management of D+S europe AG supports the takeover offer of the bidder, namely for the following reasons:

(i)                    The bidder is prepared to take a holding in D+S
europe AG, adding EUR 42,523,000.00 in cash to the company prior to
the successful conclusion of a takeover by way of a capital increase
for cash of about 8.71% of the current nominal capital at an issue
price per share corresponding to the tender price for the takeover
bid considered by the bidder in the amount of EUR 13.00, which
significantly exceeds the current market price. A fairness opinion of
NordLB obtained by Management arrives at the conclusion that the
tender price announced by the bidder of EUR 13.00 is fair and
adequate from the financial aspect at the present time.

(ii)                  According to the Investment Agreement the bidder
agrees to invest in D+S europe AG on a long-term basis and to
accompany the enterprise´s growth strategy as reliable financing
partner, as underpinned by participation in the capital increase for
cash.

@@start.t2@@(iii)    In the Investment Agreement the bidder is principally committed to maintaining a minimum amount of holding of at least 50% of the current nominal capital of D+S europe AG for a period of three years after publication of the final acceptance results from the takeover bid, if such an amount of holding is achieved in the course of the takeover or at a later date.

(iv)      According to the Investment Agreement the bidder intends to maintain D+S
europe AG´s independence as a listed enterprise in the medium term and to leave
its head office in Hamburg. In this agreement the bidder expressed his full
confidence in the present business model of D+S europe AG and its Management as
well as its intention to make no changes to the personnel structure.

(v)        The bidder does not intend to finance the takeover bid by means of
outside capital thus increasing D+S europe AG´s leverage, or to effect a
particular - possibly financed through outside capital - dividend payment by D+S
europe AG.@@end@@

Moreover, in the Investment Agreement Management of D+S europe AG has announced in the scope of its duties and responsibilities according to German law, to support the takeover offer of the bidder in particular its obligations of care, loyalty and good faith as well as other requirements covered by the German takeover act and subject to an inspection to be performed after publication of the bidding document.

Furthermore, the bidder has concluded irrevocable obligations to accept the takeover bid (so-called Irrevocable Undertakings) or acquisition agreements with several institutional shareholders of D+S europe AG such as the AvW Group, TOCOS Beteiligungsgesellschaft as well as ASP Holding associated with the D+S Board member Sven Heyrowsky. After capital increase the bidder has already secured 27% of the shares in D+S europe AG according to his own proclamation.

About D+S europe: With over 5,600 employees internationally D+S europe AG is the leading solutions provider for comprehensive e-commerce and customer contact management. Regardless of the communication channel, whether via fixed or mobile network, Internet, TV or in writing, D+S europe AG manages the contacts of internationally leading enterprises with millions of private customers. For renowned brand manufacturers D+S europe operates online shops and their Europe-wide e-commerce business. D+S europe AG´s share is listed in Prime Standard and SDAX. For further information please refer to www.dseurope.ag.

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

Further inquiry note:
D+S europe AG, Kapstadtring 10, 22297 Hamburg
Director Corporate Communications & Marketing
Thiess Johannssen, Telefon: +49 (0) 40.4114-1400, Telefax: +49 (0) 40.4114-3399
t.johannssen@dseurope.ag

Branche: Advertising
ISIN:      DE0005336804
WKN:        533680
Index:    SDAX, CDAX, Classic All Share, Prime All Share
Börsen:  Börse Frankfurt / regulated dealing/prime standard
              Börse Berlin / free trade
              Börse Hamburg / free trade
              Börse Stuttgart / free trade
              Börse Düsseldorf / free trade
              Börse München / free trade



Weitere Meldungen: d+s europe AG

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