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Ad hoc release pursuant to § 15 German Securities Trading Act - Expert opinion determines adequate cash compensation and recurring cash payment under the envisaged domination and ...

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
Contracts
24.10.2008
Ad hoc release pursuant to § 15 German Securities Trading Act
(Wertpapierhandelsgesetz - WpHG)
COMPUTERLINKS Aktiengesellschaft, Stefan George Ring 23, 81929 Munich
- Expert opinion determines adequate cash compensation and recurring 
cash payment under the envisaged domination and profit transfer 
agreement - Regular Delisting of COMPUTERLINKS shares planned
Munich, 24 October 2008
In connection with  the  envisaged  conclusion  of  the  domination  
and  profit transfer agreement between CSS Computer  Security  
Solutions  Erwerbs  GmbH  and COMPUTERLINKS AG, the management board 
of COMPUTERLINKS AG and of  CSS  Computer Security Solutions Erwerbs 
GmbH have mandated Dr. Ebner, Dr. Stolz  und  Partner GmbH  
Wirtschaftsprüfungsgesellschaft,  Steuerberatungsgesellschaft,  
Stuttgart, with an expert opinion on the enterprise value of 
COMPUTERLINKS AG.
After having completed the examination, the expert has notified  the 
management boards of  COMPUTERLINKS  AG  and  CSS  Computer  Security
Erwerbs  GmbH,  that Computerlinks  AG's  enterprise  value  
determined  in   accordance   with   the discounted earnings method  
per  18  December  2008  amounts  to  EUR  119,190k. Pursuant to the 
expert opinion this amount equals EUR  16,54  per  COMPUTERLINKS 
share. This amount exceeds the average weighted  stock  exchange  
price  of  the COMPUTERLINKS  share  within  the  three-months-period
prior  to  the  date  of announcement of the planned conclusion of 
the  domination  and  profit  transfer agreement on 5 September 2008 
and qualifies, pursuant to Dr.  Ebner,  Dr.  Stolz und Partner GmbH, 
as an adequate cash  compensation  in  accordance  with  § 305 German
Stock Corporation Act (Aktiengesetz  -  AktG).  Pursuant  to  the  
expert opinion, the adequate recurring cash payment in accordance 
with  § 304  para.  2 sentence 1 AktG amounts to  EUR  0,97  (gross) 
per  COMPUTERLINKS  share.  This amount is to be reduced by  
corporate  income  tax  (plus  solidarity  tax),  as applicable from 
time to time. On the basis of currently  applicable  rules,  the 
recurring cash  payment  amounts  to  EUR  0,95  per  Computerlinks  
share.  The examiner SUSAT & PARTNER  OHG  
Wirtschaftsprüfungsgesellschaft,  Hamburg,  which has been appointed 
by the district court Munich I has informed us today that  it 
considers the cash compensation and the recurring cash payment as 
adequate.
Today, the management of  CSS  Computer  Security  Solutions  Erwerbs
GmbH  has offered vis-à-vis the management board of COMPUTERLINKS AG 
to  agree  under  the domination and profit transfer agreement to an 
adequate cash compensation and  a recurring cash payment as 
determined by Dr. Ebner, Dr. Stolz und  Partner  GmbH. The management
board and the supervisory board of COMPUTERLINKS AG  will  review the
results of the  expert  evaluation  and  decide  within  the  next  
days  on entering into the domination and profit transfer agreement.
The extraordinary shareholders' meeting of COMPUTERLINKS AG which 
shall  resolve on the domination and profit transfer agreement is 
expected to take place on  18 December 2008.
In accordance with a  proposal  by  the  management  of  CSS  
Computer  Security Solutions Erwerbs GmbH, the management board of  
COMPUTERLINKS  AG  has  decided today, subject to the approval of the
extraordinary  shareholders'  meeting,  to take measures with regard 
to the revocation  of  the  listing  of  COMPUTERLINKS shares  to  
the  regulated  market  at  Frankfurt  Stock  Exchange  (Frankfurter 
Wertpapierbörse), in order to  terminate  the  stock  exchange  
trading  of  the COMPUTERLINKS shares on the regulated market 
(regular delisting).  CSS  Computer Security  Solutions  Erwerbs  
GmbH  has  notified  the   management   board   of COMPUTERLINKS AG, 
that it  intends  to  offer  in  the  course  of  the  regular 
delisting  to  the  outstanding  shareholders  of  Computerlinks   AG
a   cash compensation with regard to the acquisition of their 
Computerlinks  shares.  The amount of this cash compensation shall 
equal the amount that is offered as  cash compensation under the 
domination and profit transfer agreement  pursuant  to  § 305 AktG. 
COMPUTERLINKS AG and  CSS Computer  Security  Solutions  Erwerbs  
GmbH intend to apply to the district  court  Munich  I  for  the  
appointment  of  an examiner with respect to the adequacy of the cash
compensation.
Munich, 24 October 2008
The Management Board
This press release is available under www.COMPUTERLINKS.de.
More Information:
|COMPUTERLINKS AG                              |
|Daniela Drygalla - Investor Relations         |
|Stefan-George-Ring 23                         |
|D-81929 München                               |
|Tel.:  |+49 (0) 89 930 99-227                  |
|Fax:   |+49 (0) 89 930 99-200                  |
|E-Mail:|Investor-Relations@COMPUTERLINKS.de    |
|Interne|www.COMPUTERLINKS.de                |
|t:     |                                       |
end of announcement                               euro adhoc

Further inquiry note:

Daniela Drygalla

Tel: +49(0) 89 93099227

investor-relations@computerlinks.de

Branche: Computing & Information Technology
ISIN: DE0005448807
WKN: 544880
Index: CDAX, Prime All Share, Technologie All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse Hannover / free trade
Börse München / free trade

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