Software AG

EANS-Adhoc: Software AG announces tender offer for IDS Scheer

-------------------------------------------------------------------------------- ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- 13.07.2009 Darmstadt, 13 July 2009 - Software AG (TecDAX, ISIN DE 0003304002 / SOW) today signed a contract with Prof. Dr. Dr. h.c. mult. August-Wilhelm Scheer and Prof. Dr. Alexander Pocsay relating to the sale of a total of approx. 47.68 percent of the outstanding shares (this corresponds to 15,332,622 shares) of IDS Scheer AG (TecDAX, ISIN DE 0006257009 / IDS). The sale of shares will be part of a voluntary public tender offer by SAG Beteiligungs GmbH, a wholly-owned subsidiary of Software AG, starting in the current quarter. Software AG will offer EUR15 in cash per outstanding share of IDS Scheer capital. The offer will be made on and subject to the terms and conditions yet to be communicated in the offer document and in particular, it is likely to be made subject to clearance by the competent merger control authorities. Founder Prof. Scheer and co-founder Prof. Pocsay have already undertaken to accept the offer for all shares in IDS Scheer AG held by them. The transaction will create a global vendor of infrastructure software and Business Process Management with more than 6,000 employees and more than EUR1 billion in sales. Software AG´s strengths, technology leadership in middleware products, financial strength and global presence, will be supplemented by IDS Scheer's skills in the analysis and mapping of business processes, the strong partner network and the large service presence in their approx. 7,500 customers. IDS Scheer offers deep industry expertise in vertical industries, direct access to vertical markets and a strong position in the SAP consulting business. The combination of both leading technologically and complementary product portfolios for the digitization and implementation of business processes will be unique and will give Software AG a sustainable and strengthened competitive position in a consolidating software market. The joint strategy is clearly growth-oriented. The growth drivers will be increased sales of the combined product offering and the specialist expertise of IDS Scheer's consultancy business. This consulting expertise is of use for the customer-specific implementation of Service-Oriented Architectures (SOA) and BPM / BPA solutions, particularly in SAP environments. The combination of the two successful business models is expected to be accretive to Software AG´s operating earnings per share already in the first full fiscal year of consolidation (2010). end of ad-hoc-announcement ========================================== ====================================== Important information: This announcement is neither an offer to purchase, nor a solicitation of an offer to sell, shares. The final conditions and further provisions regarding the offer will be communicated in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (BaFin). SAG Beteiligungs GmbH reserves the right to change terms and conditions of the offer to the extent permissible under applicable law. Shareholders of IDS Scheer AG are strongly advised to read the offer document as well as all other documents in connection with the offer as soon as these are published, since these will contain important information. The offer document and further information relating to the offer will be published on the internet at http://www.softwareag.com/corporate/inv_rel/default.asp. Disclaimer: The information contained in this publication has not been independently verified. To the extent that this publication contains forecasts, expectations or other forward-looking statements, such statements can involve risks and uncertainties that are difficult to predict and usually cannot be influenced by the company. No representation or warranty – whether express or implied – is made that such forward-looking statements will prove to be correct. Actual events and developments can differ significantly from the expectations and assumptions expressed herein. The company does not assume any obligation to update the statements contained in this publication. Further details of the proposed transaction will be announced by Software AG tomorrow, Tuesday, July 14th, 2009: 7:00 a.m. CEST: Telephone conference for financial analysts and investors, in English Dial-in details: Germany: +49 6103 485 3002 (toll-free: 0800 1012072) UK: +44 207 153 2027 (toll-free: 0800 3580886) USA: +1 480 629 9725 (toll-free: +1 877 9412928) 9:00 a.m. CEST: Telephone conference for media representatives, in German Dial-in details: Germany: +49 6958 999 0712 (toll-free: 0800 1012119) end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: Software AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Otmar F. Winzig, Vice President, Head of Investor Relations & Compliance Phone: +49-6151-92-1669 Email: otmar.winzig@softwareag.com Branche: Software ISIN: DE0003304002 WKN: 330400 Index: TecDAX, CDAX, HDAX, Prime All Share, Technologie All Share Börsen: Frankfurt / regulated dealing/prime standard Berlin / free trade Hamburg / free trade Stuttgart / free trade Düsseldorf / free trade Hannover / free trade

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