SHS Viveon AG

Share Issue/Capital Change • Feb 20, 2006

News Details

Ad-hoc | 20 February 2006 13:07

SHS Informationssysteme AG decides cash capital increase

Ad hoc announcement transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. —————————————————————————— Munich, 20th February 2006 – The Board of Directors of SHS Informationssysteme AG (WKN 507240) listed on the Prime Standard segment of the Frankfurt Stock Exchange has today decided with the agreement of the Supervisory Board to increase the share capital for cash. The current share capital of the company of EUR 11,319,660.00, after the execution of the capital increase against contribution in kind decided on 9th February 2006, will be increased by up to EUR 2,494,987.00 to EUR 13,814,647.00 by using part of the agreed capital to issue up to 2,494,987 bearer shares (the “new shares“). The capital increase will be used to finance the cash component and transaction costs of the acquisition of VIVEON AG, Munich, which was decided on 9th February 2006. The new shares will participate in profits from 1st January 2006. Shareholders are guaranteed indirect subscription rights. The subscription rights for fractional amounts are excluded. The company guarantees its shareholders subscription rights in the ratio 29:7, i.e. 29 old shares guarantee subscription rights to purchase 7 new share. The shareholders’ statutory purchase rights are guaranteed in the way that NORD/LB Norddeutsche Landesbank Girozentrale, Hannover is approved for the subscription and takeover of the new shares to the issue price of EUR 2.95 per share with the obligation of issuing them, with the exception of the fractional amounts, to shareholders in the ratio 29:7 at an issue price of EUR 2.95 per share. The details of the issue conditions will be published on 23rd February 2006 in the electronic federal indicator. For the case that not all new shares are subscribed in the issue offer, Viscardi Securities Wertpapierhandelsbank GmbH has been authorised by the company’s Board of Directors to offer the remaining shares in cooperation with the company privately to investors at the price of EUR 2.95 per share. Trading for the subscription rights on the stock exchange will not take place. – End of ad-hoc release – ————————————————————————— Informationen und Erläuterungen des Emittenten zu dieser Ad-Hoc-Mitteilung: Background to the capital increase: On 9th February 2006, SHS Informationssysteme AG resolved to acquire Viveon AG, Munich. The purchase price of EUR 10 million for Viveon AG will be paid partly in cash and partly in shares. The share component of the transaction will be covered by the capital increase against contribution in kind in the amount of EUR 983,284.00, which was resolved on 9th February 2006. The cash capital increase which was resolved today serves to finance the cash component and the transaction and integration cost of the acquisition. Viveon AG is a consultancy firm which focuses on customer value and customer relationship management (CRM). In this field, the company is a leading player in the German-speaking markets. A dynamically growing and profitable company, Viveon recorded sales in excess of EUR 7 million in the 2005 financial year. Viveon has more than 65 employees. Its customer base includes BMW Financial Services, DAB Bank, Danone, E.ON, E-Plus, Karstadt, O2, Orange, Sparkassenversicherung and UBS Card Center, among others. The majority of Viveon’s customers have been utilizing the company’s excellent analytical and customer-value oriented expertise for several years. The consultancy firm has branch offices in Munich and Wiesbaden and maintains a subsidiary in Zurich, Switzerland. By acquiring Viveon AG, SHS supplements its services portfolio in a targeted fashion. In the future, SHS will cover the entire value chain including strategic consultancy, the integration of creditworthiness checks and customer value analysis. Combining the systems solutions from SHS and the consultancy competence of Viveon results in a unique pooling of credit risk and customer value expertise. With total sales in excess of EUR 20 million and more than 200 employees in German-speaking territories alone, SHS underscores its strong market position in this sector. VIVEON’s largest customer, O2 Germany, welcomes this strategic step. Markus Heimann, Vice President O2 Germany, commented: ‘For us, the merger of VIVEON and SHS is a highly positive development in our excellent cooperation. New opportunities will arise from the complementary service portfolios and the industry expertise prevalent on both sides. We expect the comprehensive Telefonica experience gained by SHS, in particular, to deliver numerous synergies and innovative momentum for our company.’ Munich-based SHS Informationssysteme AG is listed on the Prime Standard segment of the Frankfurt Stock Exchange and operates a subsidiary in Spain. The IT services provider focuses on offering customer management and credit risk management solutions to companies with a broad customer base. In 2004, the company recorded revenues of EUR 32 million. The customers of SHS AG include Ingram Micro, Crédit Agricole, T-Mobile, T-Online, Südleasing, Telefónica, amena, Barclaycard and other international companies in the information and financial sectors. For more information, see www.shs.de Wolfgang Brand, SHS Informationssysteme AG, Tel.: +49 – 89 – 747257-0, e-mail: wolfgang.brand@shs.de, Andreas Hoschke, HOSCHKE & CONSORTEN Public Relations GmbH, Tel.: +49 – 40 – 369050-55, e-mail: a.hoschke@hoschke.de (c)DGAP 20.02.2006 ————————————————————————— language: English emitter: SHS Informationssysteme AG Fraunhoferstraße 12 82152 Martinsried bei München Deutschland phone: +49-(0)89-747-257-0 fax: +49-(0)89-747-257-10 email: investor.relations@shs.de WWW: www.shs.de ISIN: DE0005072409 WKN: 507240 indexes: stockmarkets: Geregelter Markt in Frankfurt; Freiverkehr in Berlin-Bremen, Hannover, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service —————————————————————————