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OnVista AG

euro adhoc: OnVista AG
Mergers - Acquisitions - Takeovers
OnVista AG merges wholly-owned subsidiary OnVista Technologies GmbH with IS Innovative Software AG
Considerable synergy potential
Forecast 2003 OnVista AG: Distinctly positive pre-tax grou

Disclosure announcement transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
30 June 2003 - OnVista AG (DE0005461602) based in Cologne, Germany,
plans to merge its wholly-owned subsidiary OnVista Technologies GmbH,
Cologne, with IS Innovative Software AG, Frankfurt. To this end, the
two companies today signed a merger agreement. The transaction is
subject to approval by the respective shareholders’ and general
meetings of the two companies involved. The relevant supervisory
bodies have already given their approval. The merger relates solely
to OnVista Technologies GmbH, which currently accounts for about 70%
of group sales. The agreement does not extend to the parent company
OnVista AG or its second wholly-owned subsidiary OnVista Media GmbH,
which operates the finance portal www.onvista.de.
The plan is to amalgamate OnVista Technologies GmbH under IS
Innovative Software AG in return for a stake in the latter. OnVista
AG, currently the sole shareholder of OnVista Technologies GmbH, will
hold 31.5 percent of the capital shares and approximately 41.5% of
the voting rights of the amalgamated company. Existing shareholders
of IS Innovative Software AG will hold 68.5 percent of the capital
shares and approximately 58.5% of the voting rights after the merger.
The exchange ratio is based on a valuation following the productive
value method of Euro 45-47 mill. for IS Innovative Software AG and
Euro 20-22 mill. for OnVista Technologies GmbH. After the merger and
successful restructuring, the two companies expect an annual synergy
potential in the region of low to medium single digit millions.
Forecast 2003 of OnVista AG:
Since the 31.5 percent stake in the merged company, which will
operate under the name of IS.Teledata AG, is likely to be reported at
equity in the balance sheet, group sales of OnVista AG will in future
essentially be made up of sales from OnVista Media GmbH (Euro 3.5
mill. in 2002). In 2003, OnVista Media sales are expected to rise in
the region of upper single digit percentage points. The company
expects to generate a distinctly positive pre-tax group result in
2003. In addition to a positive performance by OnVista Media GmbH,
the Executive Board does not anticipate any appreciable burdening of
the group result through its investment in IS.Teledata AG. The group
result will be burdened by restructuring costs at OnVista AG. On the
other hand, the extraordinary earnings arising from the rise in
hidden reserves in connection with the merger will result in an
increase in the group result.
Significance from the perspective of OnVista shareholders:
The cash funds of OnVista AG will remain untouched by the merger
(Euro 27.4 mill. as at 31 March 2003) since the transaction does not
involve any cash components. The current market price stands only
insignificantly above the cash value per share of Euro 4.09. The
investment in the profitable OnVista Media GmbH remains 100% within
the group, additionally there is the 31.5 percent stake in the merged
IT company, which is expected to start making a positive contribution
to the group result of OnVista AG latest from 2004.
Details on the merger:
The timetable calls for a resolution by the general meetings of IS
Innovative Software AG and OnVista AG in August and entry in the
respective Register of Companies latest by September 2003.
Integration of the two companies is to be finalised by mid-2004. The
merged company will be the largest European provider of financial
market information systems based on Internet technology, with annual
sales of more than Euro 40 million (imputed sales 2002). Up to now,
IS Innovative Software AG and OnVista Technologies GmbH have been in
direct competition and are ranked first and second in the market. The
Executive Board of IS.Teledata AG is to be composed of Stephan Wolf
(Spokesman for the Board), the current CEO of IS Innovative Software
AG, as well as Fritz Oidtmann (Executive Board Member, Finance) and
Stephan Schubert (Executive Board Member, IT). Messrs. Oidtmann and
Schubert are members of the Management Team of OnVista Technologies
GmbH as well as members of the Executive Board of OnVista AG. No
changes will be made to the members of the Board of OnVista AG.
Also available: datailed press release of OnVista Technologies GmbH
and IS Innovative Software AG (please contact Anja Seipp, 
presse@onvista.de)
IR contact: Stefan Bohlmann, Tel. +49 (0) 22 03/9146-220, 
ir@onvista.de; 
Press contact: Anja Seipp, Tel. +49 (0) 22 03/9146-306, 
presse@onvista.de
end of announcement        euro adhoc 30.06.2003

Further inquiry note:

IR contact: Stefan Bohlmann, Tel. +49 (0) 22 03/9146-220, ir@onvista.de; Press contact: Anja
Seipp, Tel. +49 (0) 22 03/9146-306, presse@onvista.de

Branche: Computing & Information Technology
ISIN: DE0005461602
WKN: 546160
Index: CDAX, Prime All Share, Prime Standard, Technologie All Share
Börsen: Frankfurter Wertpapierbörse / regulated dealing
Niedersächsische Börse zu Hannover / free trade
Berliner Wertpapierbörse / free trade
Bayerische Börse / free trade
Hamburger Wertpapierbörse / free trade
Bremer Wertpapierbörse (BWB) / free trade
Börse Düsseldorf / free trade
Baden-Württembergische Wertpapierbörse / free trade

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