Singulus Technologies AG

M&A Activity • Nov 1, 2007

News Details

Ad-hoc | 1 November 2007 13:43

SINGULUS TECHNOLOGIES Aktiengesellschaft and HamaTech AG Agree upon Merger

SINGULUS TECHNOLOGIES AG / Merger

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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SINGULUS TECHNOLOGIES Aktiengesellschaft and HamaTech AG Agree upon Merger

Kahl am Main, November 01., 2007, The SINGULUS TECHNOLOGIES
Aktiengesellschaft (SINGULUS), Kahl am Main (ISIN DE0007238909) and the
HamaTech AG (HAMATECH), Sternenfels (ISIN DE0007309007) agreed upon the
merger of the HamaTech AG to the SINGULUS TECHNOLOGIES Aktiengesellschaft
und the share exchange ratio by approval of both Supervisory Boards.
Accordingly, the shareholders of the HamaTech AG will receive two Singulus
shares for nine HamaTech shares.
To determine an appropriate share exchange ratio the two companies
performed valuations of the companies supported by the experts of Dr.
Ebner, Dr. Stolz & Partner GmbH, Auditors, Tax Consultants, Stuttgart.
Pursuant to the discounted cash flow method the companies’ values amounted
to € 2.23 per HamaTech share and € 10.44 per Singulus share.

According to the merger expert Warth & Klein
Wirtschaftsprüfungsgesellschaft mbH, Dusseldorf, chosen and appointed by
court, the proposed share exchange ratio of two Singulus shares for nine
HamaTech shares is appropriate. The merger agreement is scheduled to be
approved by an extraordinary shareholder meeting of the HamaTech AG in
December 2007. Since the SINGULUS TECHNOLOGIES Aktiengesellschaft holds
more than 90 % of the nominal capital of the HamaTech AG, an approval
resolution by the Annual General Meeting of the SINGULUS TECHNOLOGIES
Aktiengesellschaft regarding the merger agreement is not required pursuant
to § 62 UmwG, unless shareholders of the SINGULUS TECHNOLOGIES
Aktiengesellschaft in total representing more than 5 % of the nominal
capital request such resolution.

Important legal information:
Performing a company valuation pursuant to the discounted cash flow method
is a very complex matter, which can neither be appreciated by analyzing the
individual steps nor described exhaustively in a summary. The valuation
efforts, which the Executive Board of the companies involved performed with
the support of Dr. Ebner, Dr. Stolz & Partner GmbH Auditors, Tax
Consultants, Stuttgart, are not suitable for determining a reliable future
earnings trend or for current valuations, which can be derived from
different valuation methods. These results can be significantly above or
below the figures reported in this ad hoc announcement. The valuations are
based on various assessments and assumptions with respect to sector trends,
the overall economic environment, the competitive landscape, the market
conditions, as well as the economic and financial framework conditions,
which are mainly beyond the scope of control of the company as well as
assessments and assumptions with respect to 'risk-free interest rate’,
‘beta factor’, ’market risk premium’ and ‘typical personal income tax on
dividends’, ‘payout ratio’, ‘gearing’ and ‘terminal value’, which are all
based on making discretionary decisions on part of the Executive Board.
Additional information regarding the determination of the company values
will be included in the merger report and the merger audit report.

This ad hoc announcement contains future-oriented statements. These
future-oriented statements are based on current expectations and forecasts
by the Executive Board of the SINGULUS TECHNOLOGIES Aktiengesellschaft with
regards to future results without assumption of the obligation to
communicate updated expectations and forecasts. Due to risks or inaccurate
assumptions the actual results can differ substantially from the
future-oriented data. The assumptions, which could be subject to
substantial deviations due to unforeseeable developments, amongst others
are inclusive, but not exclusively; the demand for our products and
services, the competitive situation, the development, the penetration as
well as the technologic capabilities of the HD-DVD and Blu-ray technology
and their prices, the development, penetration and prices of alternative
storage media, timely availability of required external pre-services and
–products, the ability to strengthen and expand existing customer
relationships and to develop new customer relationships as well as the
availability of sufficiently qualified and trained staff.
Neither the HamaTech AG nor the SINGULUS TECHNOLOGIES Aktiengesellschaft
assume any obligation to adjust such future-oriented statements or to
update them to future events and trends.

No forecasts or assumptions regarding the future development of the stock
prices of the shares of the HamaTech AG or the SINGULUS TECHNOLOGIES
Aktiengesellschaft are made by the publication of the determined company
values.

SINGULUS TECHNOLOGIES AG, Hanauer Landstrasse 103,
D-63796 Kahl/Main, ISIN: DE0007238909, WKN: 723890

For further information please contact:
Bernhard Krause, Corporate Communications, Tel.: + 49 1709202924
01.11.2007 Financial News transmitted by DGAP

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Language: English
Issuer: SINGULUS TECHNOLOGIES AG
Hanauer Landstrasse 103
63796 Kahl am Main
Deutschland
Phone: +49 (0)6188 440-105
Fax: +49 (0)6188 440-110
E-mail: maren.schuster@singulus.de
Internet: www.singulus.de
ISIN: DE0007238909
WKN: 723890
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Stuttgart, München, Hamburg, Düsseldorf

End of News DGAP News-Service

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