EANS-Adhoc: SAF AG
SAF Simulation, Analysis and Forecasting AG concludes
merger agreement with SAP (Schweiz) AG - General Shareholders´ Meeting decision
to follow on September 27, 2011
24.08.2011 – 13:29
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 24.08.2011 Tägerwilen/Switzerland, August 24, 2011. Based on the resolution taken by the committee of independent directors of SAF Simulation, Analysis and Forecasting AG ("SAF") (ISIN CH0024848738) and based on an independent valuation report, the Board of Directors of SAF today approved the merger agreement concluded between SAF and SAP (Schweiz) AG and resolved to convene an extraordinary shareholders' meeting on September 27, 2011 to approve the merger. Pursuant to the merger agreement, SAF minority shareholders will receive cash compensation of EUR 17,60 per SAF share. Once the merger is entered in the commercial register, SAF will be dissolved and trading in SAF shares on the Frankfurt Stock Exchange will be discontinued. The entry of the merger in the commercial register will be effected shortly after the resolution on approval by the General Shareholders' Meeting. End of ad-hoc release ========================================================= About SAF AG: SAF Simulation, Analysis and Forecasting AG specializes in the development of automated ordering and forecasting software for retailers and industrial manufacturers. SAF deploys the demand chain management approach, which controls replenishment planning based on consumer demand patterns. SAF software assists users to realize substantial cost savings and optimizes general logistics conditions through its simulation capabilities. As a result, significant competitive advantages are achieved along the entire value chain: lower inventories, improved product availability, and last, but not least, a higher level of customer satisfaction. SAF AG was established in 1996 by Dr. Andreas von Beringe and Prof. Dr. Gerhard Arminger. SAF shares are listed at the official market (Prime Standard) at the Frankfurt Stock Exchange (FWB). Today, the company employs approx. 100 people. Consolidated sales revenues for fiscal year 2010, according to IFRS statements, were EUR 15.6 million with consolidated profit of EUR 1.4 million. SAP AG currently holds approx. 94 percent of SAF´s shares. SAF´s products are distributed in many European countries as well as in the United States. The company is headquartered in Tägerwilen, Switzerland. SAF also has a subsidiary in the United States: SAF Simulation, Analysis and Forecasting U.S.A., Inc., Irving and in Slovakia, Bratislava: SAF Simulation, Analysis and Forecasting Slovakia s.r.o. with the focus on Nearshore-Development. Forward Looking Statements and Estimates: This information contains forward looking statements based on assumptions and estimates of SAF's Management Board. Although we assume the expectations in these forward looking statements are realistic, we cannot guarantee they will prove to be correct. The assumptions may harbor risks and uncertainties that may cause the actual figures to differ considerably from the forward looking statements. Factors that may cause such discrepancies include, among other things, risks that are mentioned in the annual report 2010. SAF does not plan to update the forward looking statements, nor does it assume the obligation to do so. Further inquiry note: SAF AG Investor Relations Tel.: +41 (0) 71666 7000 e-mail: investorrelations@saf-ag.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: SAF AG High-Tech-Center 2 / Bahnstrasse 1 CH-8274 Tägerwilen phone: +41 (0)71 666 79 48 FAX: +41 (0)71 666 79 40 mail: investorrelations@saf-ag.com WWW: http://www.saf-ag.com sector: Software ISIN: CH0024848738 indexes: Prime All Share, Technology All Share stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin, Stuttgart, Düsseldorf, München language: English