SHS Viveon AG

Share Issue/Capital Change • Feb 9, 2006

News Details

Ad-hoc | 9 February 2006 12:09

SHS Informationssysteme AG takes over VIVEON AG and decides on a capital increase against contribution in kind

Ad hoc announcement transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. —————————————————————————— Munich , 9th February 2006 – SHS Informationssysteme AG, which is listed in the Prime Standard segment of the Frankfurt Stock Exchange (WKN 507240), today announced the acquisition of VIVEON AG, Munich. The takeover of all shares of VIVEON AG by SHS AG was agreed today. VIVEON AG is a leading consultancy firm on the German market in the field of customer value and customer relationship management (CRM). The dynamically growing and profitable company recorded sales in excess of EUR 7 million in the 2005 financial year. VIVEON has more than 65 employees. Its customers include BMW Financial Services, DAB Bank, Danone, E.ON, E-Plus, Karstadt, O2, Orange, die Sparkassenversicherung und UBS Card Center. 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. The purchase price of EUR 10 million for VIVEON AG will be paid partly in cash and partly in shares. Furthermore, in the framework of this transaction an earn-out-regulation for two years was agreed. In this regard, the sellers can gain an additional purchase price right based on the development of the VIVEON’s results. In order to finance the share component of the purchase price of VIVEON AG, the Board of Directors and the Supervisory Board of SHS have decided to increase the company’s share capital from presently EUR 10,336,376.00 by EUR 983,284.00 to EUR 11,319,660.00 against contributions in kind. A total of 983,284 no-par value bearer shares will be issued at an issue price of EUR 3.39 per share (capital increase against contribution in kind). The new shares will participate in profits as of 1st January 2006. The statutory purchase rights of the shareholders are excluded. The new shares will be subscribed to by the previous shareholders of VIVEON AG and will be subject to a lock-up period of about 25 months after the signature date. In order to finance the cash component of the transaction, the Board of Directors and the Supervisory Board of SHS Informationssysteme AG intend to carry out a subscription rights cash capital increase from authorized capital. Details with regard to this cash capital increase will be determined and announced by the Board of Directors and the Supervisory Board in the next days. SHS is assuming that the takeover of VIVEON AG will have positive impulses on the growth in revenues and profits of SHS. – End of the Ad hoc release – ————————————————————————— Informationen und Erläuterungen des Emittenten zu dieser Ad-Hoc-Mitteilung: Background and strategic objective of the transaction: SHS Informationssysteme AG is an international market leader in the area of IT solutions in the credit risk management and customer value management sector. With its GUARDEAN product, SHS offers a powerful software solution for the analysis and evaluation of customers, right from their creditworthiness to their customer value. By acquiring VIVEON AG, which is one of the leading German consultancy firms in this sector, SHS supplements its services portfolio in a targeted fashion. In the future, SHS will cover the entire value chain starting from strategic consultancy, the IT-integration, the execution of creditworthiness checks to the 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. Dirk Roesing, chief executive officer of SHS, commented: ‘This acquisition enables us to release further growth potential and strengthen our international market position. We thus laid the foundation for an important strategic expansion of our customer base. Our comprehensive portfolio of products and services has great potential. We can focus increasingly on the value of customers and enterprises, exactly define and exploit previously untapped potential, all without incurring any significant risk.’ Stefan Gilmozzi, CEO of VIVEON, commented: ‘With VIVEON AG becoming a part of SHS-Group a combination of excellent consultancy and technology expertise as basis for a new, manifold service portfolio is created. Our customers will benefit very quickly and in various ways.’ 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. Further information: Wolfgang Brand, SHS Informationssysteme AG, Tel.: +49 – 89 – 747257-0, e-mail: wolfgang.brand@shs.de, Christof Kaplanek, HOSCHKE & CONSORTEN Public Relations GmbH, Tel.: +49 – 40 – 369050-38, e-mail: c.kaplanek@hoschke.de (c)DGAP 09.02.2006 ————————————————————————— 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 —————————————————————————