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Beta Systems Software AG

euro adhoc: Beta Systems Software AG
Mergers - Acquisitions - Takeovers
Beta Systems Software AG seeks merger of Kleindienst Datentechnik AG into Beta Systems Software AG

Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
Berlin, December 23, 2004 - The Supervisory Board and Management
Board of Beta Systems Software AG (Prime Standard: BSS, ISIN: DE
0005224406) hereby announce that today the Management Boards of Beta
Systems Software AG and Kleindienst Datentechnik AG have agreed, with
the consent of the respective Supervisory Boards, to seek the merger
of Kleindienst Datentechnik AG into Beta Systems Software AG. The
merger is considered to be an important basis, in terms of company
law, for the continued integration of both entities.
The merger will result in an exchange of shares held by outside
shareholders of Kleindienst Datentechnik AG for shares in Beta
Systems Software AG. Beta Systems had already acquired an interest of
approx. 90% of shares and voting rights in Kleindienst Datentechnik
AG by means of block trading, a public mandatory offer and
stock-exchange purchases.
Both companies will now initiate the necessary steps required to
reach an agreement on the terms of the merger. The planned date for
the merger is January 1, 2005. The values of both companies will be
determined in the coming months, taking into account the applicable
statutory provisions, particularly the so-called Ertragswertverfahren
(method of discounted future earnings) and the so-called IDW S1
standard promulgated by Institut der Wirtschaftsprüfer e.V. The
share-exchange ratio will subsequently be determined on the basis of
these valuations. The aforementioned share-exchange ratio will then
be assessed by a court-appointed Merger Auditor.
The resolutions required for the merger are likely to be put forward
for approval to the companies’ General Meetings of Shareholders in
June 2005. Beta Systems Software AG expects that the merger will come
into effect in the second half of 2005, once the necessary
shareholder approvals have been granted. The exchange listing of
Kleindienst Datentechnik AG will cease as soon as the merger has come
into force.
End of ad hoc announcement
Information and notes provided by the party issuing this ad hoc
announcement:
The merger of Kleindienst Datentechnik AG ("Kleindienst") into Beta
Systems Software AG ("Beta Systems") is considered to be the next
step towards integration of the two companies, a process initiated at
the beginning of 2004 with the acquisition of a majority interest.
Beta Systems believes that the merger will greatly facilitate its
efforts to leverage location-, product-, as well as solution-specific
cross-selling potential and to streamline cost structures. By pooling
the activities of Beta Systems in the area of Document/Output
Management together with those of Kleindienst within the field of
Input Management ("Enterprise Systems" business segment) to create
the new strategic business segment "Enterprise Content Management",
Beta Systems seeks to enhance its competitive position as a European
IT specialist for infrastructure software. The integration of
Kleindienst and Beta Systems provides the best-possible basis for a
consistent and effective marketing approach as a strategic supplier
to the joint customer base, while at the same time facilitating the
provision of combined solutions from a single source. One of the
essential elements of the strategy is that the "Outsourcing Service"
segment of Kleindienst shall remain as an independent organizational
unit with its own management and own profit/loss responsibility.
For the purposes of determining the share-exchange ratio, Beta
Systems and Kleindienst will probably commission
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft to
prepare an external valuation report for both companies in accordance
with statutory requirements. These reports shall form the basis for
determining the share-exchange ratio. The company-related valuations
will be based on standards promulgated by Institut der
Wirtschaftsprüfer e.V. and generally referred to as IDW S1. Both IDW
S1 as well as German law prescribe clearly defined framework
conditions for official valuation reports that are used to determine
the share-exchange ratio. The share-exchange ratio will subsequently
be audited by an independent, court-appointed Mergers Auditor, who
will appraise the aforementioned ratio as to its appropriateness for
the companies’ shareholders.
- End of announcement -
Beta Systems Software AG, Berlin, Germany
Beta Systems Software AG (Deutsche Börse - Prime Standard: BSS) is a
leading provider of intelligent, high-performance solutions for the
administration of bulk data. Beta Systems supplies software which
enables companies to streamline and simplify their data center,
backup, and document management processes. The company specializes in
the automation and optimization of its customers' high volume data
processing systems, focusing on handling, storing, and distributing
data and documents in the most cost effective and intelligent way.
Beta Systems' customers are typically large organizations in the
industrial, finance, telecommunications, energy, service, and public
sectors whose previous methods of data management involved cumbersome
procedures consuming a great deal of time, money, and other
resources. The solutions developed by Beta Systems have an open
architecture and create an information infrastructure which
considerably reduces the previous complexity of the customer's
information management. Beta Systems' products are distributed
worldwide by its own subsidiaries as well as partner organizations.
For further information, please visit the company website at
www.betasystems.com.
It is recommended that readers should access additional reports
pertaining to the company merger outlined here as soon as they become
available, as said reports will contain information that is deemed
material to the transaction. The relevant documents can be requested
from Beta Systems Software AG, Investor Relations, Alt-Moabit 90d,
10559 Berlin, Germany. They will be forwarded as soon as they become
available.
This announcement contains forward-looking statements based on
underlying assumptions and estimates by the management of Beta
Systems Software AG. Although management is of the opinion that these
forward-looking statements are realistic, there can be no assurance
that the expectations, beliefs or projections are correct, will
materialize or be achieved or accomplished. The forward-looking
statements and assumptions contained herein may be subject to risks
or uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking
statements. Factors that may cause actual results to differ
materially from those discussed in forward-looking statements are,
among others, changes in economic conditions and the business-related
environment, changes in exchange rates and interest rates,
introduction of competing products, lack of demand for or interest in
new products or services, as well as changes with regard to the
Company’s strategy. Beta Systems disclaims any obligation to update
any forward-looking statements to reflect subsequent events or
circumstances. All trade names, trademarks, and service marks or
logos used in this document are the property of the respective
companies.
end of announcement                    euro adhoc 23.12.2004 15:07:41 

Further inquiry note:

Arne Baßler
Beta Systems Software AG
Tel.: +49 (0)30 726 118 0
Fax: +49 (0)30 726 118 800
E-Mail: ir@betasystems.com

Branche: Software
ISIN: DE0005224406
WKN: 522440
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

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Plus de actualités: Beta Systems Software AG