euro adhoc: ABIT AG
Mergers - Acquisitions - Takeovers
Merger of ABIT AG into GFKL Financial Services AG

---------------------------------------------------------------------   Disclosure announcement transmitted by euro adhoc.   The issuer is responsible for the content of this announcement. ---------------------------------------------------------------------

The supervisory boards of ABIT AG, Meerbusch, and GFKL Financial Services AG, Essen, have given their respective management boards the mandate to prepare all measures required for the merger of ABIT AG into GFKL Financial Services AG. At present, GFKL Financial Services AG already holds a stake of more than 50 percent in ABIT AG. Once a basic agreement is concluded, the merger shall be presented for decision at the annual shareholders’ meetings of both corporations probably in June next year.

GFKL Financial Services AG will offer the stockholders of ABIT AG unlisted stocks of GFKL Financial Services AG. No plans have been made to apply for official quotation of the stocks of GFKL Financial Services AG at the stock exchange within the framework of the merger. Therefore, a cash offer will be made to the stockholders of ABIT AG as an alternative. The relation of the exchange ratio as well as the amount of cash payment will be fixed on the basis of a merger audit still to be made. The listing of ABIT AG at the stock exchange will end with the effective date of the merger.

+++++++++++++ Additional notes +++++++++++++

After the merger, the existing core business segment of ABIT AG with its successful software products for credit and debt management will be continued along with the current management responsibility. This shall be accomplished in the form of a subsidiary of GFKL Financial Services AG while the ABIT brand, being well-known on the market, will be maintained. The activities of ABIT in the collection business will be integrated in GFKL Financial Services AG.

Being a major shareholder of ABIT AG, GFKL Financial Services AG already holds a majority of the stock capital of ABIT AG and has the corresponding voting rights. In addition, both corporations are cooperating successfully as strategic partners in the Financial Outsourcing business segment, above all with a view to the evaluation, purchase and recovery of credit portfolios and to the outsourcing of debt management in the insurance industry. The corporations involved see the take-over of the rest of the stocks of ABIT AG by GFKL Financial Services AG and the restructuring in the above-described manner as a step towards the generation of financial synergies and the strengthening of the competitive position as a whole.

end of announcement                                euro adhoc 17.11.2004 20:21:55

Further inquiry note: Herr Sven Kamerar Head of Corporate Communications Phone: +49 (0)2150 9153 898 E-Mail: investor@abit.de

Branche: Software
ISIN:      DE0005122501
WKN:        512250
Index:    Prime Standard, CDAX, Prime All Share, Technologie All Share
Börsen:  Frankfurter Wertpapierbörse / regulated dealing
              Berliner Wertpapierbörse / free trade
              Hamburger Wertpapierbörse / free trade
              Baden-Württembergische Wertpapierbörse / free trade
              Börse Düsseldorf / free trade
              Niedersächsische Börse zu Hannover / free trade
              Bayerische Börse / free trade

Weitere Meldungen: ABIT AG

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