USU Software AG

euro adhoc: USU Software AG
Mergers - Acquisitions - Takeovers
USU Software AG planning acquisition of LeuTek to extend business service management portfolio

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31.10.2006

Möglingen/Leinfelden-Echterdingen, 31 October 2006 - USU Software AG (ISIN DE000A0BVU28), Möglingen, ("USU"), intends to acquire all shares in LeuTek GmbH, Leinfelden-Echterdingen, ("LeuTek"). The Management Board of USU and the shareholder of LeuTek today established the key points of the agreement. The USU Management Board is assuming that the transaction will be completed shortly.

LeuTek is a software company that develops and markets the systems for the central management, monitoring and visualisation of the components required for a company's IT operations. LeuTek therefore adds monitoring and reporting, availability and service level management to the USU IT Management Solutions portfolio. Using this extended portfolio, USU will strategically position itself on the market for business service management.

The company, which was founded in 1984, currently employs 45 people for customers that operate in various industries, such as Allianz, BMW, Deutsche Bundesbank, EnBW, LBBW, Swisscom and T-Systems. In financial year 2005, LeuTek generated sales of more than EUR 7 million and a significant double-digit return on sales.

The purchase price for LeuTek will consist of a fixed seven-figure cash component in EUR, an additional performance-related cash component and 1.2 million shares in USU. The shares to be granted will be issued by way of a non-cash capital increase from USU's authorised capital.

Following the completion of the acquisition of LeuTek, USU is planning to increase sales for the Group as whole to between EUR 32 million and EUR 33 million for financial year 2007, with a consolidated net profit of significantly more than EUR 3 million.

End of ad hoc disclosure

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Issuer´s information and explanatory remarks concerning this ad-hoc announcement:

By acquiring LeuTek, USU is rounding off its portfolio in the area of business service management and, in future, will be offering end-to-end IT lifecycle management from a single source: from planning, budgeting and procurement of hardware and software through portfolio management, service management and cost allocation and transfer pricing based on actual usage to availability and performance monitoring, as well as optimisation activities based on these services for a company's or group's entire IT infrastructure.

With its ZIS System, ZISGUI and ZISSLM products, LeuTek monitors, visualises and automates all the systems and processes relevant to IT operations. These solutions allow customers to monitor comprehensively the availability of their IT systems and business process through to complex end-to-end monitoring, offer user group-specific graphical presentation of all relevant information and provide information on the performance and IT system reliability. "These functionalities ideally supplement our Valuemation product suite in the business division of IT management solutions," explained USU's CEO Bernhard Oberschmidt. "We are therefore planning to complete this acquisition promptly," Oberschmidt continued.

Following the acquisition by USU, LeuTek will be operated by its current managers as an independent unit. "In particular, LeuTek's success is due to the considerable dedication of our employees, to whom we also wish to offer long-term prospects," stated Peter Scheufler, Managing Director of LeuTek, adding a clear goal: "Together with USU, using this new, comprehensive portfolio, we intend to gain further market share, both on our domestic market and internationally."

Following the completion of the acquisition, USU is planning to increase sales for the Group as whole to between EUR 32 million and EUR 33 million for financial year 2007, with a consolidated net profit of significantly more than EUR 3 million. In future, more than 60% of sales should be generated by product business. After the transaction, the Group as a whole will have around 1,000 product installations at more than 400 customers. Just recently, the independent US market research company Forrester included USU in its TOP 5 global providers for IT asset management. "Even by international standards, we have now reached a size that opens the door to further growth options in global competition. We are therefore anticipating ongoing and dynamic business development," said Oberschmidt, explaining the software company's new prospects. The Company's financial situation will also remain sound after the acquisition, and with no liabilities to banks and cash and cash equivalents of more than EUR 6 million, it is well positioned for further growth - both organically and by way of acquisitions.

Further information on the acquisition and the budget figures will be announced by the Management Board of USU Software AG as part of the analysts conference at this year's German Equity Forum at the Frankfurt Fair Congress Centre on 27 November 2006 at 3:45 pm.

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ots Originaltext: USU Software AG
Im Internet recherchierbar: http://www.presseportal.ch

Further inquiry note:
Contact:
USU Software AG USU Software AG
Investor Relations Corporate Communications
Falk Sorge Dr. Thomas Gerick
Tel.: 0 71 41 / 48 67 351 Tel.: 0 71 41 / 48 67 440
Fax: 0 71 41 / 48 67 108 Fax: 0 71 41 / 48 67 909
Email: f.sorge@usu-software.de             Email: t.gerick@usu-software.de

Branche: Software
ISIN:      DE000A0BVU28
WKN:        A0BVU2
Index:    CDAX, Prime All Share
Börsen:  Baden-Württembergische Wertpapierbörse / regulated dealing
              Frankfurter Wertpapierbörse / regulated dealing/prime
              standard
              Börse Berlin-Bremen / free trade
              Hamburger Wertpapierbörse / free trade
              Börse Düsseldorf / free trade
              Bayerische Börse / free trade



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